Terms of Engagement

(For the provision of consultancy services to the Client by The Lift Consultancy Pty Ltd, hereinafter referred to as TLC.)

These Terms of Engagement have applied to TLC engagements since December 2024. Last updated 31 August 2026. The cancellation fee at clause 14.2(f) applies to Agreements formed on or after 31 August 2026.

1. General

These Terms of Engagement (Conditions) and the TLC Fee Proposal letter addressed to the Client (Proposal) form part of any contract between the Client and TLC (the Parties) in relation to the content of the Fee Proposal letter. The contract (Agreement) between the Parties is formed when:

(a) a Consultancy Agreement is executed by both Parties; or

(b) when the Client or a representative:

(i) accepts the Fee Proposal letter;

(ii) provides TLC a work order or purchase order;

(iii) instructs TLC in writing to perform the proposed work;

(iv) pays TLC any deposit or fees for the Services that TLC offered to provide in the Fee Proposal letter; or

(v) otherwise indicates to TLC through its conduct or actions that it has accepted these Conditions, regardless of whether the Client signs a subsequent Consultancy Agreement or not.

(c) In these Conditions, Service Provider means the lift, escalator or moving walkway maintenance contractor engaged by the Client or by the owner of the relevant building, and any manufacturer, installer or supplier engaged by them.

2. Services

(a) The Agreement is for the provision of services in connection with the capital works or assets described in the Fee Proposal letter (Services).

(b) If there is any inconsistency between these Conditions and the Fee Proposal letter, the Fee Proposal letter will prevail to the extent of the inconsistency, except in relation to clauses 4 (Intellectual Property), 5 (Limitation of Liability and Warranty) and 6 (Indemnity), which prevail unless the Fee Proposal letter expressly refers to the clause it is varying.

(c) The Client may at any time request that TLC provides the Client with services additional to those listed in the Scope of Services (Additional Services). TLC will consider requests for Additional Services on a case-by-case basis, but the Client acknowledges TLC is under no obligation to provide such Additional Services.

(d) If during the execution of the Services conditions arise which could not have been reasonably foreseen and which will affect the delivery date of any part of the Services specified in the Proposal, TLC will, where practicable and reasonable, provide the Client with notification of the relevant conditions and the anticipated effect on the date of delivery of the Services.

(e) Any dates given by TLC for delivery of the Services are estimates made in good faith on the information available at the time. Time is not of the essence in relation to TLC’s performance of the Services.

2.1 What the Services do not include

(a) Unless expressly stated in the Fee Proposal letter, all inspections, audits and site attendances carried out by TLC are visual and non-destructive. TLC does not dismantle equipment, open sealed assemblies, remove linings or finishes, or carry out invasive or destructive investigation, and gives no opinion on the condition of anything that is not reasonably visible and safely accessible at the time of attendance.

(b) TLC does not carry out hazardous materials assessment and gives no opinion on the presence, condition or management of asbestos or any other hazardous material. The Client must make its hazardous materials register available to TLC before any site attendance.

(c) TLC does not provide structural, civil, fire or electrical certification, and does not verify the adequacy of any building structure, power supply or fire system, unless expressly engaged to do so.

(d) TLC relies on the Client and the Service Provider for site access, isolation, permits and safe systems of work. TLC will not attend or enter any area where it considers, acting reasonably, that it is not safe to do so, and no liability arises from a decision not to attend or enter on that basis.

2.2 Cost estimates

Where the Services include an estimate of cost, budget, life-cycle or capital expenditure, the Client acknowledges that any such figure is an opinion of probable cost prepared on the information available to TLC and on market conditions at the date it is given. TLC does not control market pricing, labour or component availability, currency movements or tender outcomes, and does not warrant or guarantee that actual costs, tender prices or contract sums will fall within any estimate, allowance or range provided.

3. Acknowledgements

(a) TLC will, in accordance with these Conditions:

(i) act in good faith in the performance of its Services;

(ii) perform its Services with due care and skill; and

(iii) comply with all laws.

(b) The Client acknowledges that the Client must:

(i) ensure that TLC has clear and free access at all times to any site or premises that TLC is required to attend or access in order to deliver its Services;

(ii) pay all Fees, Disbursements and other amounts to which TLC is entitled in the manner and at the time described in any tax invoice, the Fee Proposal letter and these Conditions;

(iii) provide TLC with all documentation, materials, information and reasonable assistance that TLC requires in order to deliver its Services;

(iv) provide TLC with information and instructions that TLC requests in a timely manner;

(v) act in good faith in the performance of the Client’s obligations under the Agreement.

(c) In the event that TLC is engaged to perform internal escalator or moving walkway inspections, the Client must ensure that the Service Provider’s personnel are able to provide access to the internals of the unit or units. The Client shall bear any associated costs for the Service Provider to provide personnel for those internal inspections.

(d) In the event that TLC is engaged to perform witness testing or functionality reviews, the Client must ensure that the Service Provider provides personnel to assist with such works. The Client shall bear any associated costs for the Service Provider to provide those personnel.

(e) Unless TLC otherwise expressly agrees in writing, the Client acknowledges and agrees that TLC is not liable or responsible in any way for the performance of any party that has not been engaged by TLC directly.

(f) The Client acknowledges that, unless specified as part of the Services or agreed to in writing, TLC will not check or report on the performance or accuracy of any services, information, reports, documentation or other content provided by a third party (Third-Party Services).

(g) Where the Services are dependent upon Third-Party Services, the Client acknowledges that the Services will be subject to the accuracy and completeness of those Third-Party Services. The Client releases TLC from all liability, loss, cost, expense or damage that the Client may suffer or incur due to any inaccuracy, deficiency or error in our Services, which is caused by or results from an error, omission, inaccuracy or other deficiency of any nature in any Third-Party Services.

(h) The Client acknowledges that TLC will use and rely primarily on the information provided by the Client in the performance of the Services without independently verifying or assuming responsibility for the accuracy or completeness of such information.

(i) The Client acknowledges that any dimensions or measurements that TLC provides as part of our Services are subject to customary industry tolerances.

(j) The Client acknowledges that following delivery of the Services factors may arise that impact upon the ongoing relevance, completeness and accuracy of the Services. TLC will not be responsible for, and the Client releases TLC from, all liability, loss, expense, cost or damage that the Client may suffer or incur as a result of relying on content, documentation, advice or information that has been provided as part of the Services, which has become inaccurate, incomplete or otherwise deficient, due to a change in circumstances or conditions occurring after the date of delivery of the Services.

4. Intellectual Property

(a) In these Conditions, intellectual property or IP means all intellectual and industrial property rights anywhere in the world, whether registered or unregistered, including copyright, trade marks, designs, patents, circuit layouts, confidential information, know-how and trade secrets, and all rights of a similar nature.

(b) The Client licenses to TLC such IP in information it provides as is necessary to enable TLC to deliver the Services.

(c) Copyright and all other IP in every report, specification, drawing, calculation, schedule, maintenance agreement and other document prepared by TLC in connection with the Services remains the exclusive property of TLC.

(d) Subject to clause 4(e), TLC grants the Client a non-exclusive, non-transferable licence to use, copy and retain the documents referred to in clause 4(c) for the purpose described in the Fee Proposal letter, and in connection with the building or assets to which the Services relate, including for the purpose of using, repairing, maintaining or servicing those assets.

(e) The licence in clause 4(d) does not take effect until all Fees, Disbursements and other amounts payable to TLC under the Agreement have been paid in full. Until that time the documents are provided for the Client’s information only.

(f) The licence in clause 4(d) does not extend to using TLC’s documents on any other building, site or project, to reissuing, publishing or making them available to any third party, or to permitting any third party to rely on them.

(g) Each Party warrants to the other that it has the authority to grant the licences referred to in clauses 4(b) and 4(d).

4.1 Reliance on TLC’s deliverables

(a) The Services and every deliverable produced under the Agreement are prepared solely for the Client and solely for the purpose stated in the Fee Proposal letter. They are not prepared for, and may not be relied upon by, any other person.

(b) TLC owes no duty of care to any person other than the Client in relation to the Services, and accepts no liability to any such person, whether under the law of contract, tort, statute or otherwise.

(c) The Client must not provide any TLC deliverable to a third party without TLC’s prior written consent. TLC will not unreasonably withhold consent, and may make consent conditional on the third party acknowledging clauses 4.1(a) and 4.1(b) in writing.

(d) The Client indemnifies TLC against all liability, loss, damage, cost and expense arising from any claim brought by a third party who has been provided with, or has relied upon, a TLC deliverable otherwise than in accordance with this clause 4.1.

5. Limitation of Liability and Warranty

5.1 Limitation of liability

(a) If the works are constructed not in accordance with TLC’s approved design specifications, recommendations or directions, then TLC shall be relieved of all liability arising out of or in connection with the Services or such works. This discharge of liability applies whether under the law of contract, tort (including negligence), under statute or otherwise, on any basis or bases without limitation. The Client agrees not to commence any action or claim against TLC in respect of it.

(b) To the maximum extent permitted by law, TLC is not liable to the Client, whether under the law of contract, tort (including negligence), statute or otherwise, for any indirect, consequential, special or economic loss, and in particular is not liable for loss of profit, loss of revenue, loss of rent or rental income, loss of use, loss of production, loss of opportunity, loss of contract, loss of goodwill, loss or corruption of data, business interruption, delay costs, liquidated damages or any claim made against the Client by a third party, however that loss arises and whether or not TLC was advised of the possibility of it.

(c) To the maximum extent permitted by law, TLC’s total aggregate liability to the Client arising out of or in connection with the performance or non-performance of the Services, whether under the law of contract, tort (including negligence), statute or otherwise, and whether arising from one claim or a series of related claims, is limited to the greater of:

(i) the cost of rectifying or resupplying the Services provided to the Client; and

(ii) the total Fees actually paid by the Client to TLC under the Agreement,

and in any event is limited to the amount actually recovered by TLC under its professional indemnity insurance in respect of the relevant claim.

(d) TLC maintains professional indemnity insurance with a reputable insurer, and will maintain that insurance for the duration of the Agreement and for the period during which claims may be made under clause 5.1(e). TLC will provide a certificate of currency on the Client’s written request.

(e) The Client acknowledges and agrees that TLC shall be released by the Client from all liability under the Agreement, whether under the law of contract, tort or otherwise, at the expiration of the earlier of:

(i) six months from the completion of the Services; or

(ii) the date on which the Client, or any third party engaged by the Client, undertakes any action in relation to any premises, structure, building or otherwise, which affects or could affect any advice, information, report or opinion that TLC has provided as part of the delivery of the Services,

and the Client, and any person claiming through or under the Client, is not entitled to commence any action or claim whatsoever against TLC, or any employee or subcontractor of TLC, in respect of the Services after that date.

(f) Each limitation and exclusion in this clause 5.1 operates separately. If any of them is held to be unenforceable, the remainder continue to apply.

5.2 Warranty and consumer guarantees

(a) Except as expressly set out in the Agreement, and to the maximum extent permitted by law, all terms, conditions, warranties and guarantees that would otherwise be implied by law, custom or otherwise in relation to the Services are excluded.

(b) Nothing in the Agreement excludes, restricts or modifies any guarantee, warranty, right or remedy which cannot lawfully be excluded, restricted or modified, including the consumer guarantees under the Australian Consumer Law.

(c) Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the extent permitted by section 64A of the Australian Consumer Law, TLC’s liability for failure to comply with a consumer guarantee is limited, at TLC’s option, to supplying the Services again or to paying the cost of having the Services supplied again.

5.3 Survival

Clauses 4, 4.1, 5, 6, 9 and 12 survive the termination or expiry of the Agreement.

6. Indemnity

(a) The Client indemnifies TLC against all liability, loss, damage, costs and expenses suffered or incurred by TLC arising from or in connection with:

(i) any breach of the Agreement by the Client;

(ii) any act of fraud or wilful misconduct made by the Client or made on the Client’s behalf;

(iii) reliance on advice or instruction from the Client regarding any Third-Party Services;

(iv) the infringement of any third-party rights, including intellectual property rights, resulting from TLC’s use of any content, documentation or materials that the Client has provided to TLC; and

(v) any claim brought against TLC by a third party arising from the Client’s use, reproduction or distribution of any TLC deliverable.

(b) The indemnity in clause 6(a) is reduced proportionately to the extent that the liability, loss, damage, cost or expense was caused or contributed to by any act or omission of TLC amounting to negligence, breach of the Agreement or wilful misconduct.

7. Disputes

(a) If a dispute arises out of or relates to the Agreement (Dispute) a Party to the Agreement may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause, except where the Party seeks urgent interlocutory relief, or where the proceedings are for the recovery of an amount invoiced by TLC which the Client has not disputed in writing within fourteen (14) days of the date of the invoice.

(b) A Party claiming that a Dispute has arisen must give a notice (Dispute Notice) to the other Party specifying the nature of the Dispute. The Parties must then negotiate in good faith to resolve the Dispute expeditiously.

(c) If the Parties do not resolve the Dispute within fourteen (14) days of receipt of the Dispute Notice, or such further period as agreed in writing by them, any Party to the Dispute may refer the Dispute to mediation by a mediator nominated by the President, or the nominee of the President for the time being, of the Queensland Law Society.

(d) Each Party must bear its own costs in connection with resolving the Dispute and the Parties must bear equally the costs of any mediator engaged.

(e) Any information or documents disclosed by a Party under this clause must be kept confidential and may not be used except to attempt to resolve the Dispute.

8. Notices

Any notice given under or in connection with the Agreement:

(a) must be:

(i) sent by email to the designated email address of the relevant Party;

(ii) delivered by hand to the designated physical address of the relevant Party; or

(iii) sent by prepaid post to the designated physical address of the relevant Party;

(b) must be in legible writing and in English; and

(i) if sent by post, on the third business day after the day on which it is posted, the first business day being the day of posting;

(ii) if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth), except that a notice is not deemed received if the sender receives an automated message indicating that the email was not delivered; or

(iii) if delivered by hand, at the time of delivery,

provided that a notice deemed received after 5.00pm, or on a day that is not a business day in the place of receipt, is taken to be received at 9.00am on the next business day.

9. Confidentiality

(a) Each Party will treat as confidential, and will not disclose, unless disclosure is required by law:

(i) information generated during performance of the Agreement; and

(ii) the terms of any contractual relationship or Agreement between the Parties.

(b) The obligation of confidentiality does not apply to the extent that:

(i) disclosure is required by law;

(ii) the information is in the public domain;

(iii) disclosure is agreed by the Parties in writing; or

(iv) disclosure is necessary to procure goods or services in connection with the Services.

10. Representatives

(a) The Client will appoint one person to exercise the functions of the Client under the Agreement and advise TLC of the appointment in writing. For clarity and efficiency this person will be the single point of contact for all communication with the entity on whose behalf the Client acts, including all site coordination issues.

(b) TLC will appoint one person (Representative) to exercise the functions of TLC under the Agreement and advise the Client of the appointment in writing. The TLC Representative may appoint further persons to exercise delegated functions without limiting the Representative’s ability to exercise those functions.

11. Standard Provisions

11.1 Assignment

Neither Party may assign, novate or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of the other Party, except that TLC may assign or novate the Agreement to a related body corporate on written notice to the Client.

11.2 Force Majeure Event

(a) A Party will not be responsible for a failure to comply with its obligations under the Agreement to the extent that failure is caused by any event beyond the control of the relevant Party (Force Majeure Event), provided that the Party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.

(b) Without limiting any other right to terminate under the Agreement, if a Force Majeure Event affects a Party’s performance for more than 30 consecutive days, the other Party may immediately terminate the Agreement by written notice.

11.3 Goods and Services Tax

(a) Unless otherwise expressly stated, all amounts stated to be payable under these Conditions are exclusive of goods and services tax (GST). If GST is imposed on any supply made under or in accordance with these Conditions, then the GST payable must be paid to the supplier as an additional amount by the recipient of the supply, provided the supplier provides a tax invoice in respect of the taxable supply.

(b) If a Party is entitled to be reimbursed or receive compensation for any of its costs, expenses or liabilities, any input tax credits to which that Party is potentially entitled in relation to those amounts is not to be considered.

11.4 Privacy

(a) TLC collects, holds, uses and discloses personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and in accordance with the TLC Privacy Policy published at theliftc.com/privacy-policy.

(b) TLC may collect the Client’s information for the purposes of performing TLC’s obligations under the Agreement. The Client acknowledges and agrees that TLC may disclose that information to its related bodies corporate, and to subcontractors, insurers and professional advisers engaged in connection with the Services, and to a credit reporting body where an amount owing to TLC remains unpaid after it has fallen due.

(d) Where the Services are provided in New Zealand, TLC also complies with the Privacy Act 2020 (NZ) in relation to personal information collected in connection with those Services.

12. Fees and Disbursements

12.1 Fees

(a) The Fees for the Services provided by TLC, and any Additional Services, will be charged in accordance with the Fee Schedule within the Fee Proposal letter and these Conditions.

(b) The Client must pay a deposit of 25% of the total Fees referenced in the Fee Proposal letter, due on receipt of TLC’s deposit invoice and payable before TLC commences the Services. Once TLC has commenced the Services the deposit is non-refundable, except where the Client terminates the Agreement for TLC’s breach under clause 14.2.

(c) The Client must pay the balance of the Fees at the times and in the manner specified in the Fee Proposal letter and these Conditions.

(d) If the Client has requested that TLC provide Additional Services, the fees payable for those Additional Services will be calculated:

(i) at the fee specified for the Additional Services in the Fee Proposal letter; or

(ii) if no fee for Additional Services has been specified in the Fee Proposal letter, at TLC’s standard hourly rates referenced in the Fee Proposal letter.

(e) TLC will provide the Client with a tax invoice for all Fees payable pursuant to these Conditions. Unless otherwise stated in the Fee Proposal letter, payment must be made within fourteen (14) days of the date of issue of the invoice.

(f) Interest at the rate of the Reserve Bank of Australia Cash Rate plus 2% is payable in respect of any tax invoice which is not paid in accordance with clause 12.1(e). Interest will be charged and calculated daily on the balance owing until the invoice is paid in full.

(g) In the event that the Client fails to pay an invoice by the due date and TLC is required to engage in debt recovery proceedings or institute court proceedings to recover overdue amounts, the Client acknowledges and agrees that TLC has the right to recover all of its costs and interest in relation to the action taken, including but not limited to legal costs and outlays on a full indemnity basis.

12.2 Suspension for non-payment

(a) If any amount payable to TLC remains unpaid after its due date, TLC may, on seven (7) days’ written notice to the Client, suspend the Services and withhold any report, drawing, specification or other deliverable until all outstanding amounts are paid in full.

(b) TLC is not liable for any loss, cost or delay arising from a suspension under clause 12.2(a), and all dates for delivery of the Services are extended by the period of suspension plus a reasonable remobilisation period.

12.3 Standby, abortive and repeat attendances

Where a site attendance by TLC cannot proceed, is delayed or must be repeated for a reason not attributable to TLC, including the Service Provider failing to attend, equipment not being isolated or made available, or access not being provided, TLC may charge the Client for standby time and for the abortive or repeat attendance at TLC’s standard hourly rates, together with travel and any Disbursements incurred.

12.4 Disbursements

The fees proposed within the Fee Proposal letter include all disbursements for the Services described in it. For any additional work, the Client shall pay TLC the cost of all additional disbursements properly incurred by TLC on the Client’s behalf plus a mark-up of ten percent (Disbursements). Where possible TLC will notify the Client of additional disbursements in advance.

13. General Matters

(a) These Conditions may only be varied by a further written agreement signed by or on behalf of each of the Parties.

(b) Any provision of these Conditions that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of these Conditions, which remain in force.

(c) The Agreement contains the entire agreement between the Parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by the Agreement and has no further effect.

(d) The non-exercise of or delay in exercising a right of a Party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by written notice signed by the Party to be bound by the waiver.

(e) Time is of the essence in respect of the Client’s obligations to pay any amount under the Agreement. Time is not of the essence in respect of any other obligation of either Party.

(f) The Agreement is governed by the laws of Queensland, Australia. Each Party submits to the exclusive jurisdiction of the courts of Queensland and of the courts competent to hear appeals from them, and irrevocably waives any objection to proceedings being commenced in that jurisdiction.

14. Term and Termination

14.1 Term

The Agreement commences on the date when the contract is formed in accordance with clause 1, and terminates upon:

(i) the date for delivery of the Services as specified in the Proposal;

(ii) expiry of any further period agreed between the Parties, or provided for under these Conditions, for the delivery of the Services; or

(iii) the exercise of a right of termination by a Party as provided in these Conditions.

14.2 Termination

(a) Either Party may terminate the Agreement with immediate effect where the other Party has committed a breach of the Agreement that is not capable of remedy, or where the breach is capable of remedy and it has not been remedied by the Party in breach within fourteen (14) days from the date on which it received notification of the breach.

(b) Either Party may terminate the Agreement with immediate effect by written notice if the other Party becomes insolvent, has a controller, administrator, receiver or liquidator appointed, enters into any arrangement with its creditors, or ceases or threatens to cease to carry on business.

(d) On termination of the Agreement for any reason:

(i) the Client must pay TLC for all Services performed and all Disbursements incurred up to and including the date of termination, together with any costs reasonably and unavoidably incurred by TLC as a result of the termination; and

(ii) except where the Client terminates under clause 14.2(a) for a breach by TLC, the Client is not entitled to a refund of any Fees or Disbursements already paid to TLC.

(e) Amounts payable under clause 14.2(d) are payable on demand.

(f) Where the Client terminates the Agreement for convenience under clause 14.2(c), then in addition to the amounts payable under clause 14.2(d) the Client must pay TLC a cancellation fee calculated on the Remaining Fee as follows: (i) thirty per cent (30%) of the first $50,000 of the Remaining Fee; and (ii) twenty per cent (20%) of any part of the Remaining Fee exceeding $50,000. The Remaining Fee is the total Fee that would have been payable had the Agreement run to completion, less all amounts already invoiced to the Client. Amounts payable under this clause are exclusive of GST.

(g) The Parties agree that the cancellation fee in clause 14.2(f) is a genuine pre-estimate of the loss TLC suffers on early termination, and is not a penalty. That loss comprises: (i) the cost of specialist capacity reserved for the Client's project which cannot be redeployed at short notice; (ii) mobilisation, familiarisation and set-up work already absorbed into the Fee rather than charged separately; and (iii) revenue forgone because, having committed its personnel to the Client's project for the engagement period, TLC declined or did not pursue other engagements for that period. The reduced rate applying above $50,000 reflects that longer engagements allow TLC greater opportunity to redeploy capacity.

(h) No cancellation fee is payable under clause 14.2(f) where the Client terminates under clause 14.2(a) for a breach by TLC, or where TLC terminates the Agreement.

15. New Zealand engagements

Where TLC provides Services in relation to a site in New Zealand, these Conditions apply subject to the following: references to the Australian Consumer Law are to be read as references to the Consumer Guarantees Act 1993 (NZ) and the Fair Trading Act 1986 (NZ); nothing in these Conditions excludes, restricts or modifies any right or remedy under those Acts which cannot lawfully be excluded, restricted or modified; and clause 5.2(c) applies as a limitation of remedies to the extent permitted by section 43 of the Consumer Guarantees Act 1993 (NZ) where the Services are supplied and acquired in trade. Clause 13(f) continues to apply unless the Fee Proposal letter states otherwise.