Customer Terms of Business

Version: 1 July 2025

It is agreed as follows.

1. Definitions

1.1. “Incite” means Incite Energy Pty Ltd (ABN 64 612 341 849).

1.2. “GST Act” means A New Tax System (Goods and Services Tax 1999 (Cth) as amended.

1.3. “GST, Supply, Taxable Supply, Registered and Tax Invoice” has the same meaning as in the GST Act. 

1.4. “Information Technology Service Charge” means an additional fee of 8% applied to the Price of each invoice, as further described in clause 9.6.

1.5. “Offer” any written quotation, estimate or description of Services provided by Incite. 

1.6. “Price” means the total fees and rates set out in “An Offer”.

1.7. “Purchase Order” means an order or request, whether oral or written, made by You to Incite, under these Customer Terms of Business.

1.8. “Services” means the goods and service described in “An Offer”. 

1.9. “Tax” includes any and all personal, company, gains, duties, value added, consumption, corporations, capital, stamp, gross, income withholdings, levies, or other changes of any nature whatsoever or whenever, together with any penalties, fines or interest imposed or levied or assessed by any government, governmental or semi-government or other relevant authority or otherwise payable on or irrespective of the Service but exclusive of GST.

1.10. “You” and “Your” means the organization, individual or partnership to whom Incite provided an Offer to and performs work for.

1.11. “Your Staff” means Your employees, agents, Customers and sub-Customers (and employees, agents and Customers of those Customers and sub-Customers).

1.12. “Us” and “We” means You and Incite.

1.13. “Writing” includes any form of visible and permanent representation of words or information, such as typewriting, printing, lithography, photography, and other digital or electronic formats, including email, facsimile, and any other technological means capable of storing and reproducing text or information in a readable form.

2. Interpretation

2.1. This Contract, together with any Offers, annexures or referenced documents (collectively, "the Contract"), constitutes the entire agreement between the parties. Any amendments to this Contract shall only be valid if made in writing and signed by both parties.

2.2. If there is any difference or conflict between the Contract and any other document, then to the extent of the inconsistency, the terms of the following will prevail in order of precedence:

(i) this Contract; and

(ii) any other document.

2.3. “Incite client(s)” or “Incite’s client(s)”, means any client or clients (as the case may be) of Incite (or any related or affiliated company of Incite).

2.4. The Contract supersedes and replaces any previous verbal or written Contract between the parties.

3. Agreement to Supply 

3.1. Incite will perform Services as specified in an Offer and each Purchase Order in accordance with these Customer Terms of Business.

4. Formation of a Contract

4.1 A binding contract is deemed to be formed between the parties under the following conditions:

(i) Incite provides You with a written quotation, estimate, or offer to supply services (an Offer).

(ii) If an Offer has no stated validity period, it will be considered valid for 90 days from the date of being made.

(iii) You accept an Offer either verbally or in writing.

(iv) You place a Purchase Order with Incite in response to an Offer.

4.2 A binding contract is also deemed to be formed under the following conditions:

(i) You make a verbal enquiry with Incite.

(ii) You accept Incite’s Offer either verbally or in writing.

(iii) You place a Purchase Order with Incite as a result of that verbal enquiry, which constitutes an offer to purchase, and upon Incite’s acceptance, a binding contract is formed on the basis of these Customer Terms of Business.

4.3 For the purposes of clause 4.2, Incite is deemed to have accepted Your offer to purchase:

(i) When Incite allocates resources for the provision of services related to the Purchase Order.

(ii) Or when Incite communicates with You in a way that confirms or implies acceptance.

5. Contract Documents

5.1. The Contract between Us consists of

(i)  An Offer to You;

(ii)  Any Purchase Order received from You;

(iii)  These Customer Terms of Business; and

(iv)  If there is any inconsistency between these documents, they will be read in the order of priority as set out above.

5.2. No other conditions sought to be imposed by You, either verbally or in writing, prior to or subsequent to the placing of the Acceptance of the Purchase Order by Incite apply unless and until specifically accepted in writing by an authorised officer of Incite.

5.3. Incite considers any provision that conflicts with these Customer Terms of Business contained in any prior or subsequent order or communication from You to be material and rejects all such provisions.

6. Services

6.1. Incite agrees to perform the Services in accordance with

(i)  Any specifications, or description provided or referenced in a Purchase Order or Incite’s Offer; and

(ii)  Any relevant Australian standards, laws and regulations.

6.2. Incite will provide the Services in a proper manner, exercising due diligence and skill and to a high standard for the professional services in question. The Services will be performed in accordance with the requirements of and to the satisfaction of, You (acting reasonably), as well as the satisfaction of Your client (acting reasonable).

6.3. You agree to provide all necessary information, documentation, and access required in a timely manner to enable the Incite to perform the services efficiently.

6.4. In providing the Services, Incite will specifically comply with the following:

(i) All applicable laws, regulations and industrial awards and agreements, including without limitations those relating to drugs and alcohol, health, safety and environmental.

(ii) All applicable agreements, requirements, policies and procedures imposed on Incite by You, which are otherwise conveyed to Incite by You or Your client, as if the requirements were imposed on Incite itself; and 

6.5. You may not change the specifications and/or standards applicable to the Services to be supplied by Incite pursuant to a Purchase Order unless agreed in writing by Incite. Where such change increases or decreases Incite costs in performing the Services, an equitable adjustment will be made to the Price to reflect such increase or decrease in the cost of supply.

7. Nature of Engagement

The parties agree that the relationship between them is one of Client and independent Customer and no relationship of employment, agency, partnership or joint venture is created between the parties. Neither party is authorised to incur any obligation on behalf of the other party, unless expressly authorised to do so in writing by the other party.

8. Conflict of Interest

Incite warrant that:

(i) Incite has no actual or potential conflict of interest in carrying out the Services under the Contract and shall immediately advise You in writing of any potential conflict of interest, before commencing the Services;

(ii) Incite will take all required steps to ensure that no conflict of interest arises in relation to any Services, between You and Incite or between Incite and Your client; and

(iii) Incite will comply with all reasonable requests and requirements imposed by You or Your client in relation to maintaining no conflict of interest, as part of its obligations under clause 6 above.

9. Fees and Payment

9.1. You will pay Incite fees for the Services rendered, at the rate stated in Incite’s Offer.

9.2. You will also reimburse Incite for reasonable expenses necessarily incurred in providing the Services at cost plus a 10% Administration Fee (if not already included in the Offer).

9.3. Acting reasonable, Incite will include in its fee travel time for its employees should it be required to perform the Services. Travel time will be limited to flight times rounded up to the nearest whole hour, and ground travel only if it exceeds two hours in any 24-hour period.  

9.4. Incite will provide Tax Invoices, including GST, as well as any other supporting documentation reasonably requested by You.

9.5. Incite’s payment terms are by electronic funds transfer (EFT) within 30 days of the date of invoice.

9.6. Information Technology Services Charge – In addition to the fees for Services and any reimbursable expenses, each invoice shall include an Information Technology Services Charge equal to 8% of the total amount of those fees and expenses (excluding GST). This charge covers Incite’s ongoing costs of maintaining and providing essential IT systems, software, and digital services in support of the Services. The IT Services Charge will be itemized on each Tax Invoice and is payable under the same payment terms as the underlying Services fees. 

9.7. If any amount remains overdue beyond the due date, Incite may charge You a late payment administration fee of $75 + GST and interest on the overdue sum at the rate of 2% per month (calculated daily) until paid in full.

9.8. Invoice Disputes – If you reasonably dispute any item or amount on an invoice, you must notify Incite in writing within 14 days of the invoice date, identifying the disputed item and reasons. The parties will promptly seek to resolve the dispute in good faith. Notwithstanding a dispute, you shall timely pay all undisputed portions of the invoice. Once the dispute is resolved, any agreed outstanding amount shall be paid immediately in accordance with the resolution. This clause does not prejudice your right to dispute charges, but failure to notify a dispute within 14 days will be taken as acceptance of the invoice as correct.

10. Confidentiality

We must keep each other’s confidential information confidential and may only disclose that information to the extent required to perform the Contract, by law or a government body or authority; or in connection with legal proceedings.

11. Intellectual Property

11.1. Incite will comply with all reasonable requests of You and Your client in relation to protecting intellectual property rights.

11.2 Incite retains the right to use any pre-existing intellectual property developed prior to the commencement of this Contract.

11.3. Intellectual Property in Deliverables – Unless otherwise agreed in writing, you will have a royalty-free, perpetual license to use, copy, and modify any reports, drawings, specifications, or other materials specifically created by Incite for you under this Contract (“Deliverables”) for your internal business purposes. Upon full payment for the Services, the Intellectual Property rights in those Deliverables shall vest in you, except for Incite’s pre-existing materials or generic know-how incorporated therein, which remain Incite’s property. Incite may retain copies of Deliverables for record-keeping and general reference, but Incite will not use or disclose the Deliverables for other clients or purposes without your consent, subject to Clause 10 (Confidentiality).

12. Personal Information and Privacy

The CV of Incite Employees and Subcontractors and other information regarding skills and experience may be forwarded, upon Incite’s written approval, by You to Your clients and project participants for the purposes of submitting tenders or quotes, meeting project requirements, assignment approvals, health and travel and other related arrangements. 

13. Insurances and License’s

Incite shall, at its own expense, for the duration of the Contract, maintain the following insurance coverage:

(i)   Professional Indemnity Insurance, in the sum of $5 million per claim;

(ii) Public Liability insurance, in the sum of $20 million dollars; and

(iii) Workers Compensation insurance, as required, for each State from which the Services are provided. Incite will provide certificates of currency for these policies upon Your request.

14. Liability and Indemnity

14.1. Incite shall, except to the extent that the loss or damage is caused by or contributed to by the negligence or other wrongful act or omission of You or Your client, be liable for loss or damage (including personal injury whether or not resulting in death) suffered by the You or Your client, arising only from any unlawful or negligent acts or omissions by Incite in the course of the performance (or attempted or purported performance) of the Services.

14.2. In any instance where the parties cannot agree on the mutual contribution levels, the matter will be referred to independent arbitration as recommended by the NADRAC (National Alternative Dispute Resolution Advisory Council).

14.3. Incite’s liability under clause 14.1 is limited to the level of Insurance requested in clause 13.

14.4. Exclusion of Indirect Loss – Notwithstanding any other provision of this Contract, in no event will either party be liable to the other for any indirect, special, or consequential loss, or any loss of profit, revenue, goodwill, or business opportunities, arising out of or in connection with the Contract, whether in contract, tort, or otherwise, even if that party has been advised of the possibility of such losses. Each party’s liability is limited to direct losses subject to the limitations and caps set out in this Clause 14.

14.5. Each party (the ‘Indemnifying Party’) agrees to indemnify the other against any third-party claims, liabilities, or costs arising from the Indemnifying Party’s breach of this Contract or negligence, except to the extent contributed by the other party.

15. Termination

15.1. Incite may terminate the Contract at any time by giving You 28 days’ notice in writing. Likewise, you may terminate the Contract for convenience by giving Incite 28 days’ written notice.

15.2. If either of Us breaches the Contact in a material way, the other may give notice requiring the breach to be immediately remediated within 30 days. If the breach is not so remedied, the party serving notice may serve a further notice terminating the Contract with immediate effect.

15.3. Upon termination, the Client agrees to pay for services rendered up until the termination date.

16. Force Majeure

16.1. Neither of Us will be held liable for breach of contract or any losses, damage or injury incurred to the other wherever performance of the Contract is prevented by circumstances which are deemed to be outside Your or Incite’s control (‘force majeure circumstances’).

16.2. In the event that either party is unable wholly or in part to perform its obligations under the Contract as a result of the occurrence of force majeure circumstances, such party will immediately give notice to the other of the details of such occurrence, and both parties will make arrangements and adjustments to the Contract as necessary. Unless otherwise agreed in writing, upon cessation of the event affecting performance of the Contract, both parties shall as far as practicable complete performance of their respective obligations under the Contract.

17. Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the issue through negotiation. If the matter cannot be resolved, the parties agree to mediate the dispute in good faith, using a mediator appointed by the Australian Disputes Centre (ADC) or a similar independent body. If mediation fails to resolve the dispute, the parties may proceed to arbitration administered in accordance with the applicable Commercial Arbitration Act, or commence litigation, at the election of the initiating party.

18. Compliance

18.1 Incite will comply with all applicable Australian laws, regulations, and codes, including but not limited to the Fair Work Act 2009, the Privacy Act 1988, and relevant workplace health and safety legislation.

18.2 Incite further commits to upholding the principles of the United Nations Global Compact. This includes, but is not limited to, avoiding complicity in human rights abuses, ensuring fair labour practices, taking precautionary approaches to environmental challenges, and working against all forms of corruption, including extortion and bribery.

19. General

19.1. If any provision or the application of any provision in the Contract is or becomes illegal, void or unenforceable, it will be severed from and not affect the validity or enforceability of the remaining provisions in the Contract.

19.2. Wherever in the Contract reference is made to the consent of Incite or the Managing Partner of Incite, this means that such person will have sole discretion to grant or refuse consent and to impose such pre- conditions for granting consent, as it may require.

19.3 No relaxation of any term of the Contract or failure to require the other party to comply with any term shall be construed as a waiver or limitation of a party’s rights to require compliance at any time.

19.4. Assignment – Neither party may assign or novate this Contract or any of its rights or obligations hereunder to any third party without the prior written consent of the other party (such consent not to be unreasonably withheld). Incite may, however, sub-contract parts of the Services to qualified personnel or sub-contractors, provided that Incite remains liable for the performance of the Contract obligations in accordance with its terms.

19.5 Survival – Any provision of this Contract which by its nature is intended to survive termination or expiry (including but not limited to clauses concerning payment of outstanding amounts, confidentiality, intellectual property, liability, and dispute resolution) shall survive the termination or expiration of this Contract and remain binding on the parties.

19.6. No Third-Party Beneficiaries – This Contract is made for the benefit of the parties hereto and not for the benefit of any third party. No person or entity who is not a signatory to this Contract shall have any rights to enforce any term of this Contract.

20. Jurisdiction

The Contract is governed by the laws of the State of Western Australia and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia.