Terms and Conditions of Engagement

• ICG, we, us: Moufid Sukkar trading as iComply Consulting Group, ABN 48 327 194 907. • Client, you: the person or entity that accepts our Proposal or instructs us. • Proposal: our fee proposal, scope of works or letter of engagement for the Services. • Services: the services described in the Proposal, and any agreed Variation. • Deliverables: reports, specifications, drawing mark-ups, test reports, advice and other material we produce. • Agreement: the Proposal together with these Terms.

2.1 The Agreement starts when you accept the Proposal in writing, instruct us to proceed, or pay any part of our fees, whichever comes first.

2.2 Proposals are valid for 30 days unless stated otherwise.

2.3 If there is an inconsistency, the documents rank in this order: a signed special agreement or contract the parties expressly agree overrides these Terms; then the Proposal; then these Terms. Your purchase order terms do not apply unless we agree in writing.

3.1 We will provide the Services with the care and skill expected of a competent building and waterproofing consultant, in accordance with the standards and codes current at the date of the Proposal.

3.2 Unless the Proposal says otherwise: 1. inspections are visual and non-destructive, of areas reasonably accessible on the day, and record conditions at that time only; 2. we do not inspect concealed, covered or inaccessible areas, and cannot confirm the condition of concealed elements; 3. testing is limited to the locations and methods stated, and results are representative of those locations only; 4. we do not provide structural, hydraulic, mechanical, electrical, fire, geotechnical or hazardous materials advice, and do not act as certifier, builder, project manager or site supervisor; 5. we are not responsible for the workmanship, products, methods or programme of builders, applicators, manufacturers or other consultants, and an inspection is not a guarantee of their work; and 6. quantities and costs we give are estimates for guidance, not quotations.

3.3 We rely on documents and information provided by you and others. We are not responsible for errors in that material that we could not reasonably have detected.

You must: 1. give us complete and accurate information, drawings, specifications and prior reports relevant to the Services, promptly; 2. arrange safe, lawful and timely access to the site, including owner, occupant and strata consents; 3. tell us of any known hazards, including asbestos, unsafe access or structural concerns; 4. obtain any approvals, permits and insurances that are your responsibility; and 5. pay our fees in accordance with clause 7.

5.1 We will comply with reasonable site safety rules notified to us. We may decline or stop work in any area we consider unsafe, and are not liable for resulting delay.

5.2 If we attend and cannot gain access, or the site is not ready, through no fault of ours, the attendance is chargeable.

6.1 Fees are as set out in the Proposal: lump sum, hourly, or a combination. Work outside the Proposal is charged at our current hourly rates unless agreed otherwise.

6.2 Disbursements such as travel outside the Sydney metropolitan area, parking, tolls, testing equipment hire, laboratory fees, printing and courier are charged at cost plus 10% unless included in the Proposal.

6.3 All fees are exclusive of GST. GST is added to each invoice.

7.1 We invoice on completion of the Services or of each stage, or as set out in the Proposal.

7.2 Invoices are payable within 7 days of the invoice date.

7.3 Where the Proposal requires a deposit (including for all expert witness engagements, at 40% of the lump sum fee), we start work once it is paid.

7.4 Unless we have agreed otherwise in writing, we will not release any Deliverable, including reports, specifications, drawing mark-ups, test results and any other documentation, and including draft or watermarked draft copies, until: (a) the invoice for that Deliverable has been paid in full in cleared funds; and (b) you have sent us a remittance advice confirming the payment. Any date by which we are to provide a Deliverable is extended by the time taken for both to occur.

7.5 Overdue amounts accrue interest at 10% per year, calculated daily, from the due date until paid. You must also pay our reasonable costs of recovering overdue amounts.

7.6 If any invoice is unpaid 7 days after its due date, we may suspend the Services or withhold Deliverables, after giving you 5 business days' written notice, until payment is received.

7.7 Where the Building and Construction Industry Security of Payment Act 1999 (NSW) or an equivalent Act applies, our invoices are payment claims under that Act, and nothing in this Agreement limits our rights under it.

8.1 A Variation is any change to the scope, timing or basis of the Services, including additional inspections, re-inspections of defective work, revised documents, changes to design or programme, additional meetings, or delays outside our control.

8.2 We will tell you before carrying out a Variation where practicable. Variations are charged under clause 6.1.

9.1 Deliverables are prepared for you and the purpose stated in the Proposal only. No other person may rely on them without our written consent. We owe no duty to any third party who does, except as required by law.

9.2 Draft Deliverables are not to be relied on. Only final, signed Deliverables are our opinion.

9.3 Deliverables reflect the information available and the conditions observed at the time. We may revise them if new information comes to light, and further work for that purpose is a Variation unless the change arises from our error.

9.4 Deliverables must be used in full. Extracts must not be quoted out of context.

10.1 We own the copyright and other intellectual property in the Deliverables, our templates, details, specifications and methods.

10.2 Once our fees are paid in full, you have a non-exclusive, non-transferable licence to use the Deliverables for the project and purpose stated in the Proposal. The licence extends to your builder, consultants and authorities for that project.

10.3 We may keep copies of Deliverables and project photographs for our records, insurance and professional purposes. We will not publish them in a way that identifies you or the property without your consent.

11.1 Where we are engaged to give expert evidence, we will comply with the Expert Witness Code of Conduct in Schedule 7 of the Uniform Civil Procedure Rules 2005 (NSW), NCAT Procedural Direction 3, or the equivalent rules of the relevant court or tribunal.

11.2 Our paramount duty is to the court or tribunal, not to you or your legal representatives. Our opinions are our own and independent. We will not change an opinion because of your instructions or interests.

11.3 Our fees are not contingent on the opinions we express or the outcome of the proceedings. You must pay our fees whatever the outcome, and whether or not the report is served or relied on.

11.4 Conclave, joint report and hearing attendance are charged at our hourly rate in the Proposal, including reasonable preparation and waiting time.

11.5 If a confirmed hearing or conclave is cancelled or adjourned with less than 7 days' notice, we may charge half a day of reserved time; with less than 2 business days' notice, one full day.

11.6 If we receive a subpoena or court direction in connection with the Services, our time complying with it is chargeable to you.

Each party will keep the other's confidential information confidential and use it only for the Services, except where disclosure is required by law, court order or rules of court, is to that party's insurers or professional advisers, or the information is already public. We handle personal information under our Privacy Policy.

13.1 Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, under the Australian Consumer Law or any other law that cannot lawfully be excluded, including any duty of care owed under the Design and Building Practitioners Act 2020 (NSW).

13.2 Where the Services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for breach of a consumer guarantee is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.

13.3 Subject to clauses 13.1 and 13.2, our total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid to us under the Agreement.

13.4 Subject to clause 13.1, neither party is liable for indirect or consequential loss, including loss of profit, revenue, rent, opportunity or business interruption.

13.5 Our liability is reduced to the extent that your acts or omissions, or those of your other consultants, contractors or suppliers, caused or contributed to the loss. Proportionate liability under Part 4 of the Civil Liability Act 2002 (NSW) and equivalent laws is not excluded.

13.6 We are not liable for loss caused by defects in work we were not engaged to inspect, by work done after our inspection, or by your failure to act on our recommendations.

14.1 Either party may terminate the Agreement by 14 days' written notice to the other.

14.2 Either party may terminate immediately by written notice if the other materially breaches the Agreement and fails to remedy the breach within 10 business days of a notice requiring it, or becomes insolvent.

14.3 We may withdraw from an engagement at any time if continuing would conflict with our professional or legal obligations, including our duty to a court.

14.4 On termination, you must pay for Services performed and costs committed up to the termination date. The licence in clause 10.2 applies only to Deliverables paid for.

15.1 A party with a dispute must give written notice of it. Senior representatives will meet within 10 business days to try to resolve it.

15.2 If not resolved within 20 business days of the notice, either party may refer it to mediation through the Resolution Institute or another agreed mediator, with costs shared equally.

15.3 This clause does not prevent either party seeking urgent court relief, or us exercising rights under security of payment legislation.

16.1 Governing law. This Agreement is governed by the laws of New South Wales. The parties submit to the courts of New South Wales.

16.2 Entire agreement. The Agreement is the whole agreement about its subject matter.

16.3 Changes. These Terms may be varied only in writing signed or agreed by email by both parties. Updated versions of these Terms apply only to new engagements.

16.4 Severance. If any part of this Agreement is invalid or unenforceable, it is severed and the rest continues in force.

16.5 Notices. Notices may be given by email to the addresses in the Proposal.

16.6 Assignment. Neither party may assign the Agreement without the other's consent, not to be unreasonably withheld.

16.7 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, other than an obligation to pay money.

16.8 Electronic execution. The Agreement may be accepted and signed electronically.