Terms and Conditions

1. Definitions & interpretation
In these conditions, unless expressed or implied to the contrary:
Definitions 
In these Terms, unless the context otherwise requires:
a.    “ACL” means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
b.    “Background IP“ means any Intellectual Property Rights in connection with the Services developed by E2E Design Group independently of a Contract and or prior to the date of a Contract.
c.    “Business Day” means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made.
d.    “Claim” includes actions, proceedings, suits, causes of action, arbitrations, verdicts and judgements either at law or in equity or arising under a statute, debts, dues, demands, claims of any nature, costs and expenses.
e.    “Conditions” means these Standard Terms and Conditions.
f.    “Contract” means the contract for the supply by E2E Design Group to the Client of Services which is formed by the acceptance by E2E Design Group of any order for services or acceptance of a Fee Proposal received from a client, and which incorporates these Conditions and any other terms and conditions set out in any other document forwarded by E2E Design Group to the Client;
g.    “Client” Client means the person or entity engaging E2E Design Group and includes any sub-client, end customer, third-party client or customer for whom the Services are requested or supplied, whether directly or indirectly.
h.    ‘Consumer” Consumer means a Client who is taken to be a consumer for the purposes of the Australian Consumer Law (ACL).
i.    “Deliverables” means the final documents, drawings, designs, calculations or other agreed outputs specifically described in the Proposal.
j.    “Fees” means all fees, charges, disbursements and expenses payable to E2E.
k.    “Proposal”, means any written proposal, quotation or scope document issued by E2E. However titled, including any document titled “Quote“ or similar, given to the Client explaining the Services being provided by E2E Design Group to the Client and the pricing for each;
l.    “GST” (Goods and Services Tax) Act 1999.
m.    “Insolvency Event” means an event where the Client suffers an act of bankruptcy or has a receiver, receiver and manager, administrator or controller appointed over any of its assets or goes into liquidation (including provisional liquidation) or any similar event occurs.
n.    “Intellectual Property Right“ means all intellectual property and proprietary rights (whether registered or unregistered) including:
o.    copyright and similar industrial or intellectual property rights;
p.    any right to have information (including confidential information) kept confidential; and
q.    rights in respect of patents, patent applications, inventions, trade secrets, trademarks, technical data, formulae, knowhow and registered designs;
r.    “Interest Rate” means the penalty rate fixed under the Penalty Interest Rates Act 1983 (Victoria);
s.    “E2E Design Group ” means Tricat Group Pty Ltd Trading as E2E Design Group Unit Trust Pty Ltd ABN 17 880 418 558 or any subsidiary or associated entity (as defined in section 9 of the Corporations Act 2001 (Cth));
t.    “E2E”, “we”, “us” or “our” means E2E Design Group and its related entities
u.    “Invoice” means the E2E Design Group invoice to the Client for the Services performed.
v.    “Loss or Damage” means loss or damage however caused whether based in tort, contract or otherwise and includes without limitation any direct, indirect, special, or consequential loss or damage, loss of profits, loss of production, loss or corruption of data, loss of trades, opportunity or business reputation, direct or indirect labour costs and overhead expense and damage to property.
•    “Security of Payment Law” means, as applicable:
•    Building and Construction Industry Security of Payment Act 2002 (Vic)
•    Building and Construction Industry Security of Payment Act 1999 (NSW)
•    Building Industry Fairness (Security of Payment) Act 2017 (Qld)
•    Building and Construction Industry Security of Payment Act 2009 (Tas)
•    Building and Construction Industry Security of Payment Act 2009 (SA)
•    Construction Contracts Act 2004 (WA)

w.    Building and Construction Industry (Security of Payment) Act 2009 (ACT)
x.    Construction Contracts (Security of Payments) Act 2004 (NT)
y.    “Services” means professional engineering, architectural and related consultancy services provided by E2E. 
z.    “Variations” means changes to the scope of Services specified in a Fee Proposal or purchase order. Unless the context otherwise requires, in these Conditions:
aa.    “Preliminary Material” means drafts, concept designs, working drawings, calculations or incomplete documents.
bb.    If a Client consists of more than one person or corporate body, a Contract binds them jointly and each of them severally.
cc.    A reference to a person includes a firm, partnership, joint venture, association, corporation or other corporate body; and a person includes the legal personal representatives, successors and assigns of that person.

1.2    Interpretation

a.    Headings are for convenience only.
b.    A reference to legislation includes amendments and replacements.
c.    In the event of inconsistency, these Terms prevail over any Client document.
d.    A reference to legislation includes amendments and replacements.
 

2. Engagement and Acceptance
E2E Design Group agrees to provide, and the Client agrees to purchase Services under these Conditions to the exclusion of any terms and conditions of the Client or any other document. E2E Design Group’s agreement to provide the Services does not constitute E2E Design Group’s acceptance of any terms and conditions purported to be imposed by the Client. The Services to be provided are set out in the Fee Proposal and in any Variations agreed in writing by E2E Design Group and the Client.
2.1 Engagement occurs when the Client:

•    signs and returns a Proposal;
•    confirms acceptance by email or electronic platform; or
•    instructs E2E to commence Services.

2.2 Any terms proposed by the Client that are inconsistent with these Terms are expressly rejected unless agreed in writing by E2E.
2.3 These Terms apply to all Services supplied by E2E unless expressly varied in writing.

3. Credit, Payment & Stop work
A credit account is only available to the Client if the Client has completed an Account Application Form;
3.1 Fees and Invoicing  
The Client must pay E2E Design Group all Fees in accordance with the Proposal or otherwise at E2E’s standard rates. Unless stated otherwise, invoices are payable within the invoice date due date.

3.2 Credit Approval  
E2E may, in its discretion, grant or withdraw credit at any time. If credit is withdrawn, E2E may require payment in advance before continuing the Services.
3.3 Interest and Administration Fees 

a.    Where the Client is a Business Client, E2E may charge interest on overdue
amounts at the rate of 10% per annum, calculated on the outstanding balance and accruing until paid, in accordance with the Penalty Interest Rates Act 1983 (Vic).
b.    E2E may charge a reasonable administration or account keeping fee in respect of overdue invoices to recover internal costs associated with non payment.
c.    No interest or administration fees will be charged to the extent prohibited by the Australian Consumer Law.

3.4 Recovery Costs  
The Client must indemnify E2E for all reasonable costs incurred in recovering
overdue amounts, including debt collection agency fees and legal costs on a
solicitor and own client basis, to the extent permitted by law.

3.5 Suspension of Services (Stop Work)  

a.    If any invoice remains unpaid after the due date, E2E may give written notice requiring payment.  
b.    If payment is not received within the period stated in the notice, E2E may
c.    suspend the Services immediately (Stop Work) until all outstanding amounts are paid in full.  
d.    E2E will not be liable for any delay, loss or cost suffered by the Client arising from the suspension of Services.

3.6 Resumption of Services  
E2E is not required to resume Services until all outstanding Fees and costs have been paid. Any costs incurred by E2E as a result of stopping and restarting work may be charged to the Client.

3.7 No Release of Documents  
E2E may withhold all Deliverables and does not grant any licence to use them until
full payment of all outstanding amounts has been received.
 

4. PPSR - Personal Property Securities Register
4.1 To the extent applicable, the Client grants E2E Design Group a security interest in any Deliverables, documents or materials supplied by E2E that are capable of being the subject of a security interest under the Personal Property Securities Act 2009 (Cth) (PPSA).
4.2 The Client agrees that E2E may register its security interest on the Personal Property Securities Register (PPSR) without further notice.
4.3 The Client must do all things and provide all information reasonably required by E2E to enable E2E to perfect, maintain or enforce its security interest.
4.4 The Client waives its right to receive any notice under the PPSA to the extent permitted by law. 

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5. Variations & Additional Services

5.1 E2E Design Group will provide only the Services expressly described in the Proposal.
5.2 A variation or additional service arises if:

a.    the Client requests work outside the agreed scope;
b.    project conditions, assumptions or requirements change;
c.    additional information, redesign, authority requirements or third-party instructions arise; or
d.    delay or rework occurs due to Client action, inaction or incomplete information.

5.3 E2E may notify the Client of the variation and applicable Fees, and E2E may
commence the variation if:

a.    the Client approves it in writing; or
b.    the Client instructs E2E to proceed or allows work to continue after receiving
b.    notice of the additional Fees.

5.4 Variations and additional services will be charged at E2E’s standard rates
unless otherwise agreed.

5.5 E2E is not required to commence or continue any variation until agreement is
reached or payment arrangements are confirmed.
 

5A. Quantity Assumptions and Pricing Basis

5A.1 Where Fees are calculated by reference to estimated quantities, volumes or
units (including per unit pricing), those Fees are based on the Client’s stated
assumptions at the time the Proposal is issued.

5A.2 Unless otherwise stated in the Proposal, any quoted quantity or unit pricing
is assessed over a twelve (12) month period commencing on the date Services
commence.

5A.3 If the actual quantities during the assessment period are materially lower
than the quantities assumed in the Proposal, E2E Design Group may, acting
reasonably:

a.    adjust the unit pricing for Services provided going forward to reflect the
        actual quantities; and/or
b.    issue a reconciliation invoice to reflect the difference between the assumed
        pricing basis and the actual quantities delivered.

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5A.4 Any adjustment under this clause is not a penalty but a genuine adjustment of
Fees to reflect the pricing basis originally agreed between the parties.

5A.5 Reduced quantities during an assessment period do not entitle the Client to
terminate the Services or refuse payment of Fees properly incurred.

5A.6 The Client acknowledges that unit pricing offered at higher quantities would
not have been offered for lower volumes.

6. Client Obligations
6.1    The Client must:

a.    provide accurate, complete and timely information, documents and instructions required for E2E Design Group to perform the Services;
b.    Ensure that all information provided by or on behalf of the Client is fit for purpose and reliable; 
c.    Obtain and provide all necessary approvals, consents and authority instructions unless otherwise agreed in writing;
d.    and promptly review and respond to requests for information, approvals or decisions.

6.2 E2E is entitled to rely on all information, instructions and approvals provided
by the Client and any third party engaged by or on behalf of the Client, without
independent verification.

6.3  E2E will not be responsible for any delay, error, rework or cost arising from:

a.    incomplete, inaccurate or late information provided by the Client or a
third party;
b.    changes to the Client’s instructions or requirements; or
c.    delays in receiving approvals, instructions or information.

6.4  Any additional work required as a result of the Client’s failure to comply with
this clause constitutes a variation and will be charged in accordance with
Clause 5. 
 

6A Services Provided to Indicative Timeframes
E2E Design Group will use reasonable professional efforts to provide the Services
by any date specified by E2E Design Group, where such a date has been issued.
Any dates provided are indicative only and are based on assumptions including
timely instructions, approvals, information and access being provided by the
Client.

E2E Design Group is not responsible for delays caused by:

a.    delays in instructions, decisions, approvals or communication from the Client;
b.    third party service providers or consultants engaged by or on behalf of the Client;
c.    overdue payments owed to E2E Design Group; or
d.    events beyond E2E Design Group’s reasonable control, including any Force
e.    Majeure Event.

The Client acknowledges that E2E Design Group does not guarantee that the Services
will be completed or delivered by any specified date.Where access to a site is delayed, hindered or prevented, or the condition of the
site is not suitable to safely undertake the Services, E2E Design Group’s ability
to meet any indicative timeframe may be impacted and any additional work or site
visits required may be charged in accordance with applicable rates.

Failure to meet an indicative timeframe does not of itself entitle the Client to
terminate the Services or withhold payment of Fees, and E2E Design Group’s liability
in respect of any delay is subject to Clause 11 (Australian Consumer Law) and
Clause 12 (Limitation of Liability).

Where a work health and safety risk is identified at a site that cannot be reasonable controlled, E2E Design Group is entitled to suspend Services until
the risk is addressed. Any delay or additional work arising from such suspension
may constitute a variation.

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7. Excluded Services and Reliance

7.1 Unless expressly stated in the Proposal, the Services do not include:

a.    supervision of construction or works on site;
b.    surveys, geotechnical investigations, environmental assessments or testing;
c.    certification, inspections or approvals by authorities or third parties;
d.    services provided by builders, contractors or other consultants; or
any services outside the scope expressly described in the Proposal.

7.2 The Client acknowledges that E2E Design Group is not responsible for the acts,
errors or omissions of third parties, including builders, contractors, suppliers
or other consultants engaged by or on behalf of the Client.

7.3 E2E may rely on information, reports and approvals provided by third parties
without independently verifying their accuracy or completeness.

7.4 The Client acknowledges that site conditions, latent conditions and future
changes to legislation, standards or authority requirements are beyond E2E’s
control and may impact the Services.

7.5 Any additional services required as a result of matters excluded under this
clause constitute a variation and will be charged in accordance with Clause 5.
7.6 The price payable for the Services is exclusive of GST unless the Contract states otherwise. If the price set out in an invoice or Fee Proposal is exclusive of GST, the price payable by the Client will be increased by the applicable amount of GST.
 

7.7 Exclusion Costs

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8. Intellectual Property
8.1 All intellectual property rights (including copyright) in all Deliverables,
Preliminary Material, drawings, designs, reports, calculations, models and other
documents created by E2E Design Group remain the sole property of E2E, unless
expressly agreed otherwise in writing.

8.2 The Client is not granted any right, title or interest in E2E’s intellectual
property other than a limited licence in accordance with this clause.

8.3 Subject to full payment of all Fees, E2E grants the Client a non‑exclusive,
non‑transferable licence to use the Deliverables solely for the specific project
and purpose described in the Proposal.

8.4 The Client must not:

a.    reuse the Deliverables for any other project or purpose;
b.    modify or adapt the Deliverables;
c.    provide the Deliverables to third parties for reliance; or
d.    permit any third party to rely on the Deliverables, without E2E’s prior written consent.

8.5 Until all Fees are paid in full, the Client has no licence to use any Deliverables

or Preliminary Material and must not rely on them for any purpose.

8.6 E2E Design Group retains all intellectual property rights in its pre‑existing
materials, methodologies, systems, processes, templates, know‑how and anything
developed independently of the specific project (Background IP), and may reuse
those materials in other projects.

8.7 Any consent by E2E for third party reliance may be subject to additional Fees
and conditions, including reliance deeds or licence agreements

9. Applicable Rates for Variations and Additional Services

9.1 Where Fees are not stated as a fixed fee in the Proposal, or where additional
services, variations or rework are required; those services will be charged on an
hourly rate basis in accordance with E2E Design Group’s applicable rates.

9.2 The Client acknowledges that hourly rates apply to, without limitation:

a.    variations requested by the Client;
b.    additional services arising from changes in scope or assumptions;
c.    delays, rework or additional coordination caused by the Client or third parties;
d.    services not expressly included in the Proposal.

9.3 E2E may update its hourly rates from time to time by notice, and updated rates
apply prospectively only.
 

10.Deposit and Payment Policy
E2E Design Group requires deposits based on the total fee for services as follows:
10.1 Fees up to $1,500
Full payment is required prior to the commencement of work.

10.2 Fees between $1,501 and $5,000
A deposit of $1,500 or 50% of the total fee (whichever is greater) must be paid prior to the commencement of work.

10.3 Fees between $5,001 and $20,000 
A deposit of $2,500 or 30% of the total fee (whichever is greater) must be paid prior to the commencement of work.

10.4 Fees Greater than $20,001 
A deposit of $6,000 or 20% of the total fee (whichever is greater) must be paid prior to the commencement of work. Progress payments will be issued in duration of services completed. Invoices must be cleared before next stage has commenced.

10.5 Payment Schedule and Final Balance
Payments must adhere to the agreed fee schedule. The remaining balance must be paid in full upon the completion of work, unless otherwise specified in the Fee Proposal.

10.6 External Services
Pursuant to Condition 8 and without limitation thereto, any external services procured by E2E Design Group on behalf of the Client in connection with the Project—excluding those governed by Condition 10—shall require payment in full prior to the commencement of such services. A detailed quotation shall be provided to the Client for review and written approval before the engagement of any external service providers.

10.7 Progress Payments
For projects extending over several months, progress invoices reflecting work completed to date shall be issued on a monthly basis. In the absence of an approved 'Account Client' status, each progress payment must be paid in full before work may proceed to the subsequent stage of the project.
NB. All documentation shall remain the property of E2E Design Group and shall be issued solely as draft reports or preliminary drawings until payment of the final invoice is received in full. Upon receipt of the final payment, a complete set of construction documentation or final report will be provided to the Client.
We offer 3 payment options

1. EFT (details are stated on our invoices)
2. Credit Card payments – Credit card charges may apply this is determined on the payment facility used fees range between 14%-1.9%    
3. Direct Debit payments; direct debits will be in accordance with Global Payments Australia 1 Pty Ltd ACN 601 396 543 (Direct Debit User ID number 342190, 342191, 428198) (referred to as “Ezidebit”) as indicated in the Direct Debit Request Form which incorporates this DDR Service Agreement.
4. We do not accept Cheque.

11. Consumer Guarantees (ACL)
11.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy conferred on a Consumer by the Australian Consumer Law or any other applicable law which cannot be excluded, restricted or modified.
11.2 Where the Australian Consumer Law permits a supplier of services to limit its
liability, E2E Design Group’s liability in relation to the Services is limited, at
E2E’s option, to:

a.    the re‑supply of the Services; or
b.    the payment of the cost of having the Services supplied again.

11.3 This clause applies only to the extent permitted by law and does not apply to
the extent that it would make any part of these Terms void or unenforceable.

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12. Limitation of Liability
12.1 To the maximum extent permitted by law, E2E Design Group excludes all liability
for any indirect, consequential, incidental or economic loss, including loss of
profit, loss of revenue, loss of opportunity or loss arising from business
interruption.

12.2 Subject to Clause 11 (Australian Consumer Law), E2E Design Group’s total
aggregate liability arising out of or in connection with the Services, whether
in contract, tort (including negligence), statute or otherwise, is limited to:

a.    the Fees actually paid to E2E Design Group in the twelve (12) months preceding the event giving rise to the claim; or
b.    the amount recoverable under E2E Design Group’s professional indemnity insurance policy for the relevant claim.

12.3 The limitation in this clause applies to all claims arising from the Services
and is an aggregate limit, not a per‑claim limit.

12.4 This clause does not apply to liability to the extent that such liability
cannot be excluded or limited by law.

12A. Indemnity
12A.1 The Client indemnifies E2E Design Group against all loss, damage, liability,
cost or expense arising out of or in connection with:

a.    inaccurate, incomplete or misleading information provided by or on behalf of
        the Client;
b.    reliance on the Deliverables for any purpose other than that stated in the
        Proposal;
c.    unauthorised use, reproduction or modification of the Deliverables;
d.    claims by third parties arising from the Client’s project or use of the
       deliverables.

except to the extent that such loss is caused or contributed to by E2E Design
Group’s failure to exercise due professional care.

12A.2 The Client’s liability under this indemnity is reduced proportionately to
the extent that E2E Design Group contributed to the loss.

12A.3 This indemnity is subject to Clause 11 (Australian Consumer Law) and Clause
12 (Limitation of Liability).

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13. Overdue Invoices
13.1 To our discretion any outstanding invoices will be subject to additional fees. Outstanding accounts will either incur

a.    Late payments will incur penalty Interest at a rate of 10% per annum, calculated on the outstanding balance and accruing until paid. Interest will be applied in accordance with the Penalty Interest Rates Act 1983 (Vic).
b.    $100.00 per month late payment fee until overdue invoices have been paid in full.
c.    Accounts may be placed on hold, and all work, services, and document release may be suspended until payment is received in full.
d.    E2E Design reserves the right to suspend services for overdue accounts.

NB. All documentation will remain the property of E2E Design Group and issued as draft report or preliminary drawings until final payment is received. A full set of construction documentation will be issued on receipt of payment of final invoice.
13.2  Suspension of Services (STOP Credit) If an account remains unpaid twenty (20) days after the due date, the Company may, without further notice:
13.3    • Suspend all current work and services; and/or
           • Withhold delivery of completed work; and/or
           • Refuse to commence any new work until the outstanding balance is paid in full.
              The Company will not be liable for any delays or consequences resulting from such suspension.
13.4  Debt Recovery & Legal Costs If an account remains unpaid thirty (30) days after the due date, the Company reserves the right to refer the outstanding amount to a debt collection agency or commence legal proceedings without further notice.
13.5 The Client agrees to indemnify the Company for all reasonable costs incurred in recovering the debt, including but not limited to collection agency fees, legal costs, and disbursements on a full indemnity basis.
13.6  If the Client believes they are experiencing genuine financial hardship, theClient may notify E2E Design Group in writing as soon as reasonably practicable.E2E may, at its discretion and without obligation, consider reasonable payment arrangements or alternative payment terms.
Nothing in this clause:

a.    requires E2E Design Group to extend credit, vary payment terms or continue providing Services; or
b.    limits E2E Design Group’s rights under these Terms, including the right to suspend Services, recover overdue amounts or terminate the engagement.

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14. Termination
14.1 Termination for Cause E2E Design Group may terminate the Services immediately by written notice if the Client:

a.    fails to pay any amount when due and does not remedy the failure within a reasonable time after written notice;
b.    materially breaches these Terms and fails to remedy that breach within a reasonable time after notice;
c.    becomes insolvent, enters administration, liquidation or a similar process; or
d.    ceases to carry on business.

14.2 Termination for Convenience  
Either party may terminate the Services for convenience by giving not less than
seven (7) days’ written notice.
14.3 Consequences of Termination  

Upon termination for any reason:

a.    the Client must pay E2E Design Group for all Services performed up to the date of termination, together with any              committed costs or expenses;
b.    any deposit paid may be applied toward outstanding Fees;
c.    E2E is not required to deliver any Deliverables until all outstanding amounts are paid; and
d.    clauses which by their nature are intended to survive termination, including Clauses relating to Fees, Intellectual                Property, Limitation of Liability, Indemnity and Governing Law, will continue to apply.
 

15. Confidentiality

15.1 Each party must keep confidential all information relating to the other party,
the Services, the Proposal or the project that is not public knowledge and that
is obtained in connection with these Terms, including commercial, technical,
financial and client information (Confidential Information).

15.2   A party may disclose Confidential Information only:

a.    to its employees, contractors, consultants or professional advisers who need to know the information for the purposes of the Services and who are bound by confidentiality obligations; or
b.    where disclosure is required by law, a court, or a regulatory authority.

15.3 Confidential Information does not include information that:

a.    is or becomes public other than through a breach of these Terms;
b.    was lawfully known to the receiving party before disclosure; or
c.    is independently developed without reference to the Confidential Information.

15.4 The obligations in this clause survive termination or completion of the
Services.

15.5 E2E Design Group may refer to the project and use non‑confidential project
information for portfolio, marketing or professional purposes, unless the Client
has notified E2E in writing that such use is not permitted.

16. Force Majeure
E2E Design Group is not liable for any delay or failure to perform an obligation (other than to pay money) under a Contract caused by:

a.    act of God;
b.    war, riot, insurrection, vandalism or sabotage;
c.    strike, lockout, ban, limitation of work or other industrial disturbance, government restrictions; or
d.    law, rule or regulation of any government or governmental agency and executive or administrative order or act of general or particular application.

E2E Design Group must notify the Client as soon as practical of any anticipated delay or failure caused by an event referred to in Condition 16 ("Event"). The performance of E2E Design Group’s obligation is suspended for the period of delay caused by the Event.

17. Work Health and Safety
E2E Design Group will take reasonable steps to comply with applicable work health
and safety laws when performing the Services.

The Client must ensure, so far as reasonably practicable, that any site to which
E2E Design Group requires access is safe and suitable for the performance of the
Services, including providing safe access and any relevant site information.

If E2E Design Group reasonably considers that a site condition poses a risk to
health or safety that cannot be adequately controlled, E2E Design Group may
suspend the Services until the risk is addressed.

Any delay or additional work arising from such suspension constitutes a variation
and may be charged in accordance with these Terms.
 

18.  Dispute Resolution
If a difference or dispute between the parties arises in connection with a Contract and/or Services, then either party can provide the other party with written notice of dispute. If a notice of dispute has been issued, then representatives of the parties with the authority to agree will meet within 10 Business Days to try and resolve the dispute.
If the dispute has not been resolved within 20 Business Days of the notice of dispute, then that dispute can be referred by either party to, or finally resolved by, arbitration administered by the Australian Disputes Centre (“ADC”).
The arbitration shall be conducted in Melbourne in accordance with the ADC Rules for Domestic Arbitration operating at the time the dispute if referred to ADC (“Rules”)
The terms of the Rules are hereby deemed incorporated into these Conditions. Unless otherwise agreed in writing, each party shall bear its own costs and pay for half of all fees in relation to the arbitration, with the determination of the arbitrator being binding on both parties.
Nothing herein shall prejudice the right of a party to institute proceedings to enforce payment due under a Contract or to seek injunctive or urgent declaratory relief. 

19. Inconsistency
To the extent of any inconsistency between:
a.    a provision in these Conditions;
b.    a Fee Proposal;
c.    an agreed Variation; or
d.    any other document expressly forming part of the Contract
the following applies:
a.    a specific provision prevails over a general provision; and
b.    otherwise, to the extent necessary to resolve the inconsistency, the order
of precedence is:
(i) an agreed Variation;
(ii) a Fee Proposal; and
(iii) these Conditions. 
 

20. Governing Law and Jurisdiction
A Contract is governed by and is to be construed in accordance with the laws of Victoria. E2E Design Group and the Client irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria and waive any right to object to proceedings being brought in these courts.

21. Severance
If a provision in a Contract is held to be illegal, invalid, void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable. If it is not possible to read down a provision as required in this Condition, then that provision is severable without affecting the validity or enforceability of the remaining part of that provision or the other provisions in the Contract.

22. Entire Agreement
A Contract contains the entire understanding between the parties as to the subject matter contained in it. All previous agreements, representations, warranties, explanations, and commitments, expressed or implied, affecting this subject matter are superseded by the Contract and have no effect.

23. Notices

23.1 Any notice or communication given under a Contract must be in writing and is
taken to have been validly given if delivered by hand, sent by prepaid post or
sent by email to the address or email address last notified by the receiving
party, including the details set out in the Fee Proposal.

23.2 Notices are deemed received:

a.    if delivered by hand, at the time of delivery;
b.    if sent by prepaid post, on the third business day after posting; and
c.    if sent by email, at the time the email is sent, unless the sender receives
b.    an automated notification that the email was not delivered.

23.3 A party may change its contact details by giving written notice to the other

party, and any notice sent to the updated details will be effective.
 

24. Security of Payment Notices

24.1 For the avoidance of doubt, a payment claim, payment schedule or any other
notice or document under applicable Security of Payment legislation may be given
or served by email.

24.2 The parties agree that service of a document by email in accordance with
Clause 30 is effective service for the purposes of any Security of Payment law.

24.3 This clause does not limit any right or remedy available to either party
under applicable Security of Payment legislation or at law. 
 

25. Privacy
25.1 E2E Design Group may collect, use, store and disclose personal information about the Client, and any individual associated with the Client, in accordance with the Privacy Act 1988 (Cth) and E2E Design Group’s Privacy Policy.

25.2 Personal information may be collected and used for purposes including:

a.    providing the Services;
b.    administering and managing the engagement;
c.    invoicing, payment and credit management;
d.    complying with legal and regulatory obligations; and
e.    any other purpose permitted by law.

25.3 The Client consents to E2E Design Group disclosing personal information to its
employees, contractors, consultants, professional advisers, insurers, debt
recovery agents and regulatory authorities to the extent reasonably necessary
for the purposes set out in this clause.

25.4 The Client warrants that it has obtained all necessary consents from any
individual whose personal information is provided to E2E Design Group in
connection with the Services.

25.5 E2E Design Group’s Privacy Policy forms part of these Terms and is available on
E2E Design Group’s website. The Privacy Policy contains information about how
individuals may access or correct their personal information and how privacy
complaints are handled.

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