1. These general terms and conditions form the contract ("the Contract") between IST and the Client. The Contract does not include any other terms and conditions or other documents unless they have been expressly agreed to in writing by IST and are referenced in or attached to this document. No prior correspondence, discussion or other terms and conditions form part of the Contract unless stated in this document. Where any ambiguity or discrepancy exists between these terms and conditions and any attached document, these terms and conditions will take precedence.

2. In performing the Services and supplying the Goods, IST must:

2.1 use all reasonable skill and care;

2.2 work in accordance with the directions and information provided by the Client;

2.3 communicate with the Client by and through the Project Supervisor, who must have the authority to bind IST on all matters related to the Contract;

2.4 render invoices for payment of fees due from the Client at weekly intervals (for payment) (unless otherwise agreed herein). IST must also provide reasonable records setting out the rates, charges and expenses incurred to support each invoice so if required by the Client;

2.5 be entitled to charge interest at the prevailing Commonwealth Bank overdraft rate on any overdue payments from the due date for payment up to and including the date of payment;

2.6 be entitled to vary the Price (including additional fees) whenever the Goods or Services are subject to Variations (as defined in clause 4);

2.7 keep confidential any information disclosed by the Client or of which IST becomes aware in respect of the Contract, unless such disclosure is approved or agreed to by the Client;

2.8 retain the copyright and all intellectual property rights (unless otherwise agreed in this Contract) in all documents and material it produces. Subject to payment of the Price, IST will grant the Client a license to use those documents and materials for the purposes of the Contract;

2.9 obtain and maintain worker related public liability, motor vehicle and professional indemnity insurances;

2.10 take due care that the Goods and Services comply with all relevant laws and statutory requirements.

3. In requesting the Goods and Services, the Client agrees to:

3.1 provide to IST all necessary and accurate information, documents and directions in respect of the Goods and Services;

3.2 inform IST of any charges to its requirements or any Variations and respond to IST's requests for information, documents or directions promptly;

3.3 obtain all neccessary approvals, access and certifications and provide any neccessary equipment to enable IST to perform the Services and supply the Goods;
3.4 communicate with IST by and through the Client Representative who will have the authority to bind the client on all matters related to the Contract;

3.5 pay the Price including any interest and additional fees due to Variations by paying the full amount of each invoice rendered within 14 days of the date of the invoice;

3.6 comply with the relevant laws and statuory requirements and (unless otherwise agreed) obtain and maintain worker related, public liability, motor vehicle and site insurances;

3.7 grant an extension of the date for completion of the supply of Goods and Services equivalent to the duration of any delay to the supply caused by any matter or event outside the reasonable control of IST;

3.8 keep confidential any information disclosed by IST or of which the Client becomes aware in respect of the Goods and Services unless such a disclosure is approved or agreed to in writing by IST;

3.9 be joint and severally bound where the Client consists of more than one person.

4. by direction of the Client to IST requiring:

4.1 a) an increase, decrease or omission of any part of the Goods or Services;
b) a change in the character, quality timing or sequence of the supply of Goods and Services;
......
c) additional goods and services;

4.2 by notification to the Client from IST advising that:
a) an increase has occurred in the cost to IST of providing the Goods and/or Services due to circumstances outside the control IST;

Whenever and of the events set out in Clause 4.1 and 4.2 (collectively and individually called "Variations") occur, the Price and Date for Completion of the supply of the Goods and Services will be adjusted by IST to reflect the change and cost to IST.

5. IST will not be liable to the Client for:

5.1 the acts, omissions or defaults of other contractors or consultants engaged by the Client;

5.2 any changes, alterations or additions to the Goods and/or Services made by others without the express approval in writing of IST;

5.3 the accuracy of cost estimates, programs or interpretation or analysis of technical information unless otherwise agreed.

6. IST will not be liable for any claim whatsoever by a third party arising out of or in relation to the Goods and Services and the Client indemnifies IST accordingly.

7. If the client suspends work or cancels the Contract, the Client must meet all loss, damage, cost or expense, including loss of profits incurred by IST as a result of the suspension of cancellation.

8. IST may suspend work or cancel work or cancel the Contract if the Client:

a)has breached any of the terms and conditions of the Contract and has not remedied such a breach within 14 days of receipt of a written notice from IST requiring it to remedy that breach:

b) evinces an intention not to be bound by the Contract: or
c) becomes insolvent or appears unable to pay its debts

9. Until the price is paid in full title and property in all Goods remains with IST and the Client authorises IST to enter the Client's premises without notice and by reasonable force to recover possession of the Goods and if the Goods have been sold by the Client then the Client will hold the proceeds of sale on trust for IST until payment of the Price in full to IST.

10. The Client undertakes that during the course of the provision of the Goods and/or Services and for a period of 12 months after the completion of the Contract it will not employ or approach any IST personnel with any offer of employment or enducement to seek employment with the Client without the prior written consent of IST.

11. IST will not be taken to have agreed to any amendment or waiver of any provision of the terms and conditions of the Contract unless it has so agreed in writing. No terms and conditions referred by the Client after the date of this document will form part of the Contract unless IST has expressly agreed to that in writing.

12. The price is inclusive of GST. Where IST is required to purchase goods or services for the Client IST will do so as the Client's agent.

13. The Contract cannot be assigned by the Client in whole or in part without the written consent of IST.

14. In addition to any other method of service permitted by law notices will be deemed to be properly served if sent to the recipient by prepaid mail, personal delivery or facsimile.

15. The Contract is governed by the laws of the State of South Australia.

16. Reference Documents (Clause 1)