Standard Services Agreement
Kampen Engineering and Project Delivery Pty Ltd (the Company), trading as KEP Solutions, Energy Engineers and Innovative Machines, and under any other trading names operated by the Company.
Effective date: 22 October 2026
1. Acceptance and Definitions
These terms govern engagements for professional services, works, equipment, materials and other goods provided by the Company. A Client is the person or entity engaging the Company or on whose behalf an engagement is authorised. An Engagement is a request, instruction or arrangement accepted by the Company to undertake work or supply goods. Works include engineering, consulting, design, analysis, procurement, manufacture, assembly, inspection, testing, commissioning, project management, administration and reasonably associated activities. Deliverables include reports, drawings, calculations, designs, software, equipment and other agreed outputs.
Engagement may occur verbally, by email, electronic communication, purchase order, written instruction or conduct. The Company’s quotations and engagement emails may refer Clients to this published Agreement. The Company is not obliged to accept any requested Engagement or subsequent stage of work.
2. Engagement and Undertaking of Payment
By engaging the services of the Company, the Client shall accept the undertaking of payment for all services, works, equipment, materials and associated activities undertaken by the Company arising from that engagement.
The undertaking extends to all work reasonably necessary to fulfil the Client’s instructions and intended outcomes, including work not individually specified or expressly identified at the time of engagement. Such work includes engineering, design, project management, administration, procurement, manufacture, assembly, inspection, testing, subcontracting, storage, handling, transport, delivery and associated activities.
The absence of a detailed specification, quotation, purchase order or separate instruction for each activity does not relieve the Client of the undertaking of payment for work reasonably arising from the engagement.
For time-and-materials work, applicable work and associated costs are chargeable under the agreed terms and rates. For fixed-price work, reasonably necessary activities within the agreed fixed-price scope are included in that price, unless additional work or a variation is agreed.
3. Personal Payment Guarantees
The Company may require a person arranging work for a company or other entity to accept personal responsibility for payment. Where that person expressly accepts a personal guarantee in their individual capacity, the person guarantees payment of amounts properly due under the identified Engagement, in accordance with that guarantee and applicable law.
A person does not become a personal guarantor solely by communicating on behalf of a corporate Client or by visiting this webpage. The Company may seek a separate signed or electronically accepted guarantee to establish personal liability.
4. Scope, Variations and Independent Stages
The scope includes work expressly requested and work reasonably necessary to achieve the authorised outcome. Work materially outside that scope, or changes to the intended outcome, may result in additional fees, expenses and revised timeframes. Variations may be recorded by correspondence, revised quotations or other communications.
Completion of, or payment for, one stage or tranche does not oblige the Company to undertake a later stage or tranche. Prior involvement does not imply acceptance of future design, procurement, manufacture, installation, commissioning or other work. Each subsequent stage requires the Company’s acceptance, whether verbal, written or demonstrated by conduct. This does not relieve the Company of a stage it has already expressly agreed to deliver.
5. Standard Schedule of Rates
Unless different rates are expressly agreed for an Engagement, the following rates apply. All amounts are Australian dollars and exclude GST.
| Classification | Rate excluding GST |
|---|---|
| Director / Principal Engineer | $275/hour |
| RPEQ Engineer | $250/hour |
| Energy Efficiency Expert | $225/hour |
| Senior Consultant / Engineer | $210/hour |
| Designer | $160/hour |
| Administration | $100/hour |
| Cost Plus | Cost + 20% |
Cost Plus applies to third-party goods, services and expenses charged on a cost-plus basis unless otherwise agreed. A project-specific Schedule of Rates expressly agreed by the parties prevails for that Engagement. Published rate changes apply prospectively and do not retrospectively alter agreed rates.
6. Deposits, Progress Payments and Invoices
The Company may require deposits, advance payments or progress payments before starting or continuing work, procuring goods or committing personnel or subcontractors. Progress invoices may cover work completed, committed purchases, manufacturing and testing milestones, goods ready for inspection or delivery, and associated project activities.
Invoices are payable by their stated due dates or as otherwise expressly agreed. A Client cannot unilaterally extend payment terms. Delay of an inspection, collection or delivery by the Client does not automatically defer invoicing for completed work or achieved milestones.
The Client must promptly identify any genuinely disputed invoice component and the reasons for dispute. Undisputed amounts remain payable. Subject to law, reasonable overdue interest and reasonable debt-recovery and legal recovery costs may be charged.
7. Suspension, Reallocation and Recommencement
Where payment is overdue, the Company may suspend work, procurement, manufacturing, delivery and other activities, and withhold goods or deliverables where legally permitted. The Company may also suspend or withdraw from work where site conditions are unsafe or the Client fails to provide necessary access or information.
Reasonable additional costs caused by suspension, interruption, delay and recommencement may be charged to the Client, including downtime, subcontractor commitments, equipment hire, storage, administration, transport, demobilisation, remobilisation and rescheduling.
During any suspension or delay, the Company may allocate personnel, equipment and subcontractors to other projects. Payment of overdue amounts or resolution of a delay does not guarantee immediate recommencement. Work resumes subject to resource availability and existing commitments; completion dates and milestones may be revised. The Company is not required to disrupt other accepted projects to reinstate the Client’s original schedule.
8. Client Delays, Bookings and Cancellation
The Client must provide timely instructions, approvals, drawings, information, permits, access, isolations and other reasonable assistance. Delays attributable to the Client or contractors under its control may result in revised schedules and reasonable additional charges.
When future work periods are confirmed, the Company may reserve personnel, equipment, subcontractors and capacity well before the scheduled commencement. If the Client postpones or cancels, reasonable charges may apply for committed resources, cancellation fees, unavoidable expenses and reserved capacity that cannot reasonably be redeployed, including demonstrable losses to the extent recoverable by law. A long interval between booking and commencement does not itself eliminate those commitments.
Charges under this section are intended to reflect legitimate costs and losses, not impose a penalty. The Company retains discretion to waive or reduce them.
9. Supply, Delivery and Risk
The Company may design, manufacture, assemble, procure or supply complete equipment, parts, components, materials and spare parts, directly or through third parties. Unless otherwise agreed, risk of loss or damage to supplied goods passes to the Client upon delivery to the agreed location or handover to the Client or its nominated carrier. Passing of risk does not necessarily transfer title.
The Client must promptly notify the Company of apparent delivery shortages or damage. This does not remove any statutory rights or guarantees that cannot be excluded.
10. Retention of Title and Security
To the extent permitted by law, title to goods supplied by the Company remains with the Company until amounts payable for those goods are paid in full. The Client must not improperly dispose of, conceal or deal with unpaid goods contrary to the Company’s rights.
Where applicable, the Client grants the Company a security interest in supplied goods and identifiable proceeds to secure payment for those goods. The Client must reasonably assist with registration and maintenance of applicable security interests under the Personal Property Securities Act 2009 (Cth).
The Company’s rights remain subject to applicable law, including rules affecting installed or incorporated goods.
11. Company Property, Hired Equipment and Site Custody
The Company’s tools, instruments, test equipment, machinery, spare parts, temporary installations, unused materials and other property remain its property unless expressly transferred. This section also applies, where relevant, to equipment hired by the Company or its subcontractors and property belonging to subcontractors.
Leaving such property on the Client’s premises does not transfer ownership. The Client must take reasonable steps to safeguard it while it is on the Client’s premises or under the Client’s custody or control.
Subject to applicable law, the Client is responsible for reasonable repair or replacement costs where such property is lost, stolen, damaged, disappears or cannot be accounted for while in the Client’s custody or control, except to the extent caused by the Company’s own negligence or wrongful conduct. Recoverable costs may include reasonable freight, recovery expenses and continuing hire charges arising from loss, damage or delayed return.
12. Access and Recovery of Property
The Company retains the right to retrieve its property, including tools, instruments, equipment, spare parts, unused materials and temporary installations. The Client must provide reasonable access and cooperate with safe collection and removal, including after completion, suspension or termination.
The Client must not improperly obstruct, conceal, dispose of or interfere with Company property. Where supplied goods remain unpaid, the Company may exercise applicable retention-of-title and recovery rights. Reasonable additional costs caused by failure to cooperate with lawful collection may be charged to the Client.
Nothing in this Agreement authorises unlawful entry, unsafe removal or conduct prohibited by law.
13. Termination and Payment on Termination
Either party may terminate an Engagement in accordance with its agreed terms and applicable law. The Company may terminate for material breach, continued non-payment, unsafe conditions or circumstances preventing reasonable performance, subject to applicable notice requirements.
On termination, the Client remains responsible for work completed, goods and services supplied, reasonably committed purchases, subcontractor obligations and applicable cancellation, storage, transport, administration and demobilisation costs.
The Company is not obliged to complete unfinished work following termination. Any later recommencement requires a new arrangement accepted by the Company and is subject to availability and applicable rates.
Payment, confidentiality, intellectual property, property recovery, dispute resolution and other provisions intended to survive termination continue to apply where relevant.
14. Professional Responsibilities and Client Information
The Company will perform professional services with the care and skill required by applicable law and professional obligations. An assessment, inspection, report or design is limited to the agreed services and does not automatically constitute certification or review of unrelated installations, systems or risks.
RPEQ certification or supervision will be provided where included in the Engagement or legally required, and only within the relevant professional scope. The Client remains responsible for implementing recommendations, operating and maintaining its facilities and obtaining approvals outside the Company’s agreed responsibilities.
The Company may reasonably rely on information provided by the Client, while retaining its applicable duty of professional care. Additional work arising from inaccurate, incomplete or outdated Client information may be charged where appropriate.
15. Warranties and Statutory Rights
Any express warranty for Company-manufactured goods will be specified in the applicable quotation or product documentation. Third-party goods may carry manufacturer warranties, without excluding statutory obligations that apply to the Company. The Company does not assume responsibility for pre-existing defects in Client-supplied equipment outside the agreed scope.
To the extent permitted by law, the Company is not responsible for defects caused by misuse, unauthorised modifications, inadequate maintenance or operation outside specified conditions. Engineering forecasts, energy savings estimates and performance projections are not guaranteed outcomes unless expressly agreed.
Nothing in this Agreement excludes, restricts or modifies rights, remedies, consumer guarantees or liabilities that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.
16. Limitation of Liability
To the maximum extent permitted by law, the Company’s aggregate liability arising from an Engagement is limited to the lower of (a) the fees paid or payable for that Engagement and (b) the amount of applicable insurance coverage available for the particular claim, where such coverage applies and a comparison is legally effective. Where no applicable insurance coverage is available, the engagement-fee limit applies rather than a zero-dollar limit, subject always to non-excludable legal obligations.
To the maximum extent permitted by law, the Company excludes liability for indirect or consequential losses, including loss of production, profit, revenue, business opportunity and business interruption, except where exclusion is prohibited by law.
Nothing in this section limits liability where such limitation is unlawful. The Company may, at its discretion, offer rectification, repeat performance, a partial or full fee refund or a commercial settlement without admitting liability. Any settlement involving an insured claim remains subject to relevant insurance conditions.
17. Intellectual Property and Client Use Rights
Unless expressly assigned in writing, the Company retains ownership of intellectual property in its engineering methods, templates, designs, calculations, drawings, software, algorithms, source code, manufacturing methods and technical know-how, including reusable elements developed during an Engagement. The Client retains ownership of its pre-existing intellectual property and data.
Upon payment of the applicable fees, the Client receives a perpetual, non-exclusive licence to use, reproduce, maintain, repair, modify, upgrade and adapt the paid-for deliverables for the intended project, equipment or facility. The Client may appoint third-party engineers and contractors to exercise these rights and may transfer the licence with ownership or operation of the relevant equipment or facility.
The licence does not authorise commercial reproduction or sale of the Company’s proprietary designs or software for unrelated projects. Access to source code, proprietary libraries, credentials or development tools is provided to the extent expressly agreed or included in the deliverables, without limiting rights that cannot lawfully be excluded.
The Company remains responsible for its original work to the extent required by law but does not assume responsibility for subsequent changes made by others. The Client must have authority to supply third-party designs, documents and other intellectual property for use in the Engagement.
18. Confidentiality and Project Data
Each party must take reasonable steps to protect the other’s confidential technical, commercial and personal information and use it only for lawful purposes connected with the Engagement, except where disclosure is authorised or required by law.
The Company may retain appropriate project records for engineering accountability, insurance, regulatory compliance and dispute management. It may use anonymised and aggregated technical information to improve methods, analysis and benchmarking where the Client and confidential information cannot reasonably be identified.
The Company may describe its experience in general or anonymised terms but will obtain permission before publishing identifiable confidential Client project information.
19. AI, Software Providers and Subcontractors
The Company may use AI-assisted systems, software, cloud services, specialist consultants, laboratories, manufacturers and subcontractors to perform engineering analysis, prepare documents, develop software, administer projects and deliver other Engagement activities.
The Company retains its applicable contractual and professional responsibilities, including appropriate human engineering review and RPEQ obligations. Some providers may process information outside Australia, subject to applicable privacy and confidentiality obligations and the Company’s Privacy Policy.
The Client must identify special confidentiality, cybersecurity, data-handling or disclosure restrictions before providing restricted information and must have authority to disclose information supplied for the Engagement.
20. Insurance, Site Safety and Access
The Company maintains insurance appropriate to its activities. No Engagement automatically requires additional policy limits, endorsements or project-specific insurance unless expressly agreed.
The Client must provide a reasonably safe site, communicate known hazards and site rules, arrange necessary access, permits and isolations, and coordinate contractors under its control. The Company and its subcontractors may stop or withdraw from work where they reasonably consider conditions unsafe, subject to applicable law.
Each party retains its own workplace health and safety duties. The Client remains responsible for existing infrastructure and equipment outside the agreed scope. Reasonable additional costs caused by unsafe conditions, unavailable access or incomplete Client preparations may be charged.
21. Dispute Resolution
Where a commercial dispute arises, the parties will first attempt to resolve it through direct, good-faith communication. If unresolved, either party may propose mediation by an independent mediator, with mediation costs ordinarily shared equally unless otherwise agreed.
If mediation does not resolve the dispute, either party may pursue lawful remedies. This procedure does not prevent urgent protective relief, lawful property recovery, preservation of legal rights or the exercise of non-excludable statutory payment, adjudication or enforcement rights. Undisputed invoice amounts remain payable.
22. Purchase Orders and Order of Precedence
Expressly agreed project-specific terms prevail over these standard terms to the extent of inconsistency, followed by an agreed quotation or scope and then this Agreement, unless the parties expressly agree a different priority.
Receipt, acknowledgement, processing or invoicing against a Client purchase order does not by itself constitute acceptance of the Client’s standard purchasing conditions. Any departure from this Agreement requires the Company’s express agreement. A purchase order cannot unilaterally impose additional insurance, indemnity, liability or other obligations on the Company.
23. Events Beyond Reasonable Control
Neither party is liable for delay caused by events genuinely beyond its reasonable control, to the extent permitted by law, provided it takes reasonable steps to mitigate the impact and communicates material delays. A Client’s lack of funds or refusal to pay is not, by itself, an event beyond reasonable control.
24. General Provisions
Governing law: This Agreement is governed by Queensland law, and proceedings are subject to courts of competent jurisdiction in Queensland, subject to applicable mandatory law.
Severability: If any provision is invalid, unlawful or unenforceable, it is severed to the extent necessary and the remaining provisions continue in effect.
No waiver: Failure or delay in exercising a right does not waive that right.
Amendments: Published changes apply to future Engagements and do not retrospectively alter an existing Engagement without agreement.
Notices: Notices may be sent to the email addresses ordinarily used by the parties for the Engagement, except where law requires another method.
Assignment: The Client must not transfer its contractual obligations without the Company’s consent. The Company may engage subcontractors and specialist providers while retaining its applicable obligations.
Interpretation: Headings are for convenience only. References to the Company include its trading brands but do not create separate legal entities.
Non-excludable rights: All provisions operate subject to applicable law and rights that cannot lawfully be excluded.
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