Terms of Engagement | Spectrum Engineer

1. About us and these Terms

1.1 These Terms of Engagement (Terms) apply to all estimating and related services provided by Santhan Ramesh Babu trading as Spectrum Engineer (ABN 24 149 175 926), Melbourne, Victoria (Spectrum, we, us).

1.2 “Spectrum Engineer” is the registered business name under which Santhan Ramesh Babu trades. It is not a separate legal entity.

1.3 These Terms apply to the business that requests or accepts our services (Client, you) once a Quote is accepted under clause 3.

1.4 We may transfer our rights and obligations under these Terms and any accepted Quote to a company we control that carries on the Spectrum business. We will give you written notice before any transfer. Your rights under these Terms will not be reduced by the transfer.

1.5 We are not currently registered for GST. Our fees do not include GST unless a Quote states otherwise. If we become registered for GST, we will tell you, and GST will apply to work quoted after that date.

1.6 Notices. Notices under these Terms must be in writing and sent by email. Our address for notices is admin@spectrumengineer.com. Your address for notices is the email address you give us when you engage us. An email is treated as received when it is sent, unless the sender receives an automated message saying it was not delivered.

2. Services

2.1 What we provide. We provide the services described in the accepted Quote (Services). Depending on the Quote, the Services may include:

quantity take-offs;
marked-up drawings (Bluebeam or PDF);
editable Excel quantity schedules or bills of quantities;
priced estimates (material and labour costs);
scope reviews, including inclusions and exclusions;
assumptions and clarifications registers;
draft tender RFIs (requests for information);
drawing revision and addendum checks.

2.2 Quote governs. We only provide the Services and deliverables listed in the accepted Quote. Anything not listed is outside scope and will be quoted separately.

2.3 Rates. For a priced estimate, the Quote will state which rates we will use:

Client Rates: labour and material rates, supplier quotations or other pricing that you give us. We apply them as provided. We are not responsible for whether they are accurate, current or complete.
Spectrum Rates: rates we supply. Spectrum Rates are indicative only. They are based on general market information available to us at the time and are not supplier quotations. You must review and approve them before relying on them.

2.4 Your tender price. You are responsible for the final tender price, margin, decision to tender, and any tender you submit. Our deliverables are tools to help you prepare your tender. They are not a guarantee of actual quantities, costs or outcomes.

2.5 Our standard of work. We will perform the Services with due care and skill. Nothing in clause 2.4 reduces that obligation.

2.6 RFIs. Where the Services include draft RFIs, we prepare them for you to review and send. We do not communicate with builders or consultants on your behalf.

2.7 Exclusions. Unless a Quote expressly states otherwise, the Services do not include:

site visits, site measurements, or assessing site conditions;
contacting builders, suppliers, consultants or other third parties on your behalf, including obtaining supplier quotations;
engineering design, certification, or checking compliance with the National Construction Code, Australian Standards, or fire, acoustic or other performance requirements;
submitting tenders or negotiating with builders;
post-award services, including variations, progress claims and contract administration;
any guarantee or representation that you will win a tender, or that a tender will be profitable.

3. Quotes and acceptance

3.1 Quotes. After we review your tender documents, we will send you a written Quote. It sets out the project, trade, documents reviewed (including drawing revisions), Services, deliverables, fee, delivery date and any project-specific assumptions or exclusions. Quotes are free of charge.

3.2 Validity. A Quote is valid until the tender closing date stated in it, or for 14 days from its date, whichever is earlier, unless the Quote states otherwise.

3.3 Acceptance. You accept a Quote by replying in writing (email is sufficient) confirming your acceptance, for example by replying “Accepted”. By accepting a Quote, you also accept these Terms. We send these Terms with every Quote.

3.4 Written acceptance required. We will not start work until we receive your written acceptance, and any deposit required by the Quote. A verbal or phone instruction to proceed is not acceptance.

3.5 Before acceptance. We may decline an enquiry, or withdraw a Quote before you accept it, for any reason, including availability or a conflict of interest. We are not required to give reasons.

3.6 Changes to documents before acceptance. A Quote is based on the documents we reviewed. If you send new or revised documents before accepting, we may revise the Quote.

3.7 Separate engagements. Each accepted Quote is a separate engagement on these Terms. These Terms apply to every Quote you accept, unless we agree otherwise in writing.

3.8 Updates to these Terms. We may update these Terms from time to time. An update applies only to Quotes issued after the update. It does not change the terms of a Quote you have already accepted.

4. Your responsibilities

4.1 Documents. You must give us a complete, current and legible set of the tender documents relevant to the Services. That includes drawings, specifications, addenda, the builder’s scope or trade breakdown (if any), and the tender closing date. You must tell us which documents are the latest revision.

4.2 Reliance on documents. We prepare the Services based on the documents and information you give us. We are not responsible for errors, omissions, inconsistencies or outdated information in those documents. If we notice a conflict or gap, we will record it in our assumptions or clarifications register.

4.3 Your right to share documents. You confirm that you are entitled to give us the tender documents and any other information you provide, for the purpose of the Services, and that doing so does not breach any tender conditions, confidentiality obligation or third party’s rights. You are responsible for, and will compensate us for, any loss we suffer because of a claim that you were not entitled to share them.

4.4 Clarifications. We will send clarification questions to you in writing and state the assumption we intend to use. If you do not respond within 1 business day, we may proceed on that assumption and record it in the assumptions register. Your delivery date is not extended because of an unanswered question, unless your later answer requires extra work.

4.5 Your information. You are responsible for the accuracy of any rates, supplier quotations or other information you give us.

4.6 Late or incomplete documents. If documents arrive late, are incomplete, or change after we start, the delivery date and fee may need to be adjusted under clauses 6 and 7.

4.7 Review of deliverables. You must review our deliverables before relying on them. You must tell us in writing of any apparent Error, omission or inconsistency within 5 business days after delivery, or before you submit your tender, whichever is earlier (Review Period).

(a) We will correct our own Errors reported within the Review Period at no charge, as soon as reasonably practicable.
(b) If you report an Error after the Review Period, we will still correct our own Errors at no charge. However, to the extent your loss could reasonably have been avoided by reviewing within the Review Period, we are not responsible for that part of the loss.
(c) Reviewing our deliverables does not reduce our obligation to perform the Services with due care and skill.

4.8 What counts as an Error. An Error is a mistake by us in measuring, calculating or recording what is shown in the documents you gave us, applying the rates stated in the Quote, or applying the assumptions we recorded. An Error does not include:

(a) changes to drawings, specifications or addenda issued after the documents listed in the Quote;
(b) additional areas, items or scope not listed in the Quote;
(c) a change in your preferences, methods, rates or assumptions after delivery; or
(d) errors, omissions or conflicts in the documents or information you gave us.

Work under (a) to (d) is handled under clause 7.

5. Fees and payment

5.1 Fees. Our fee is the fixed fee stated in the accepted Quote. It covers only the Services and deliverables listed in that Quote. Additional work is charged under clause 7.

5.2 Deposit. No deposit is payable unless the Quote states one. If it does, we will start work once the deposit is received.

5.3 Invoicing and payment. We will invoice you when we deliver the deliverables. You must pay each invoice within 7 days of the invoice date, by electronic funds transfer to the account shown on the invoice.

5.4 Fee not linked to outcome. Our fee is payable for the Services performed. It does not depend on whether you submit a tender, win the tender, or are paid by the builder.

5.5 Disputed invoices. If you dispute any part of an invoice, you must tell us in writing within 7 days of the invoice date and give reasons. You must pay the undisputed part by the due date.

5.6 Late payment interest. We may charge simple interest at 10% per year on any overdue amount, calculated daily from the due date until it is paid.

5.7 Suspension. If any invoice is overdue, we may, after giving you written notice, pause work in progress and decline new Quotes for you until all overdue amounts are paid. Delivery dates are extended by the length of any pause.

5.8 Recovery costs. If we have to take steps to recover an overdue amount, you must pay our reasonable costs of doing so, including debt collection and legal costs.

5.9 Bank details. We will never change our bank details by email alone. Before paying to any new account, you must confirm the change with us by phone. We are not responsible for payments you make to an incorrect account.

6. Delivery and deadlines

6.1 Delivery date. The delivery date is stated in the Quote and set by reference to the job and the tender closing date. It assumes we have received a complete set of documents when you accept the Quote.

6.2 How we deliver. We deliver by email or a secure file-sharing link sent to your nominated email address. Delivery happens when we send it.

6.3 Short-notice work. We may accept short-notice or rush work at our discretion, but we are not obliged to. The Quote will state any rush charge that applies.

6.4 Extensions. The delivery date is extended by a reasonable period if delay is caused by:

(a) late, incomplete or changed documents, or new addenda;
(b) a change in scope requested by you;
(c) any delay by you, including in providing information or deposits;
(d) a suspension under clause 5.7; or
(e) events beyond our reasonable control.

We will tell you promptly if a delay is likely and give a revised delivery date.

6.5 Late delivery caused by us. If we miss the delivery date for reasons other than those in clause 6.4:

(a) If you still use the deliverables: our fee is reduced by 10% for each business day late, up to a maximum of 50%; or
(b) If the deliverables are no longer useful to you, for example because the tender has closed: you may cancel the engagement by written notice before using them. You will owe us nothing for that engagement, and we will refund any deposit paid.

6.6 Lost tenders. Subject to your rights under the Australian Consumer Law and clause 8, we are not liable for the loss of a tender opportunity, or any profit you might have made from a tender, because of late delivery.

7. Revisions and changes

7.1 Our Errors. We correct Errors in our own work at no charge, as set out in clauses 4.7 and 4.8.

7.2 Minor amendments. One round of minor amendments is included in our fee if you request it within the Review Period. A minor amendment means a clarification, a formatting change or a small adjustment to existing deliverables, using the same documents. It does not include new documents, new areas, or re-measuring a significant part of the work.

7.3 Small extras. Other small additional tasks are charged at $90 per hour, with a minimum charge of 30 minutes. We may waive or reduce this charge at our discretion. Waiving it on one occasion does not mean we will waive it again.

7.4 Changes to documents or scope. New drawing revisions, addenda, additional areas, additional trades, or any other change to the scope of the accepted Quote are outside scope. We will send you a new fixed-fee Quote for that work. We will not start the additional work until you accept the new Quote in writing.

7.5 Approval before charging. We will tell you before doing any work that will be charged under clause 7.3 or 7.4, and we will get your approval by email first.

7.6 Delivery dates. Changes under this clause may affect the delivery date. We will confirm any revised date when we confirm the change.

8. Liability

8.1 Your statutory rights. Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law, or any other law, that cannot lawfully be excluded, restricted or modified.

8.2 Liability cap. To the extent permitted by law, our total liability to you for all claims arising out of or in connection with an engagement is limited to $10,000 per engagement, whether the claim is in contract, negligence, under statute or otherwise.

8.3 Indirect loss. To the extent permitted by law, we are not liable for any indirect or consequential loss. That includes loss of profit, loss of revenue, loss of a tender or business opportunity, losses under any construction contract or subcontract, liquidated damages, or damage to reputation.

8.4 Your contribution. Our liability is reduced to the extent that a loss was caused or contributed to by:

(a) you, or your employees or agents;
(b) errors or omissions in the documents, rates or information you gave us; or
(c) your failure to review the deliverables within the Review Period under clause 4.7.

8.5 Exceptions. The limits in clauses 8.2 and 8.3 do not apply to loss caused by our fraud or wilful misconduct.

8.6 Telling us about a problem. If you believe our work contains an Error, you must tell us promptly in writing and give us a reasonable chance to correct it before making a claim.

8.7 Reducing loss. You must take reasonable steps to reduce any loss you suffer.

9. Confidentiality and competing bidders

9.1 Confidential Information means non-public information one party gives the other in connection with the Services.

(a) Your Confidential Information includes tender documents, prices, rates, margins, supplier quotations, commercial strategy and project information.
(b) Our Confidential Information includes Spectrum Rates, our estimating methods, templates, tools and fee structures.

9.2 Obligations. Each party must:

(a) use the other party’s Confidential Information only for the purpose of the engagement;
(b) keep it confidential and take reasonable steps to protect it from unauthorised access; and
(c) not disclose it to anyone except as permitted by this clause.

9.3 Exceptions. Clause 9.2 does not apply to information that:

(a) is or becomes public, other than through a breach of these Terms;
(b) the receiving party already lawfully knew, or independently developed; or
(c) must be disclosed by law or by a court. Where the law permits, the receiving party must notify the other party first.

9.4 Disclosure to others by us. We will not share your Confidential Information with anyone, including another estimator or contractor, without your prior written consent. If you consent, that person must be bound by written confidentiality obligations at least as protective as this clause, and we remain responsible for them.

9.5 Our advisers and insurers. Despite clause 9.4, we may disclose your Confidential Information to our lawyers, accountants and insurers, on a confidential basis and only as reasonably necessary to obtain advice or manage a claim.

9.6 Location of your documents. We store your documents using reputable cloud storage services, which may hold data in Australia or overseas. Our founder may access your documents while travelling outside Australia, using secure, password-protected systems. We will not allow anyone else outside Australia to access your documents without your prior written consent.

9.7 One client per trade per tender. Once we accept your engagement for a trade on a tender, we will not provide services to another party for the same trade on the same tender. This applies even if you are pricing the project for more than one builder. It does not stop us working for other businesses, including your competitors, on other projects or other trades.

9.8 No sharing between bidders. We will never disclose your pricing or commercial information to another bidder. We will never take part in or facilitate any arrangement between bidders. We will not confirm to anyone whether we are engaged on a particular tender.

9.9 Documents sent for a Quote. We treat documents you send us for a Quote as confidential under this clause, even if you do not accept the Quote.

9.10 Marketing. We will not name you or your projects in our marketing, website or portfolio without your prior written consent.

9.11 Duration. This clause continues to apply after the engagement ends.

10. Intellectual property

10.1 Your documents. Tender documents remain the property of their owners, such as the builder, architect or engineer. We do not acquire any rights in them, except the right to use them to perform the Services.

10.2 Our materials. We own our templates, methods, tools, formulas, Spectrum Rates and know-how (Spectrum Materials), including any we develop while performing the Services.

10.3 Deliverables. Once you have paid our fee in full, you own the deliverables we prepare for you, apart from:

(a) the underlying tender documents, which remain with their owners; and
(b) any Spectrum Materials included in the deliverables. You receive a permanent, non-exclusive licence to use those as part of the deliverables, for that project.

10.4 Use before payment. Before payment, you may use the deliverables to prepare and submit your tender. If an invoice remains unpaid 30 days after its due date, we may withdraw this permission by written notice.

10.5 Sharing with builders. You may share the deliverables with builders, head contractors and your own advisers in connection with that project.

10.6 No reuse of your pricing. We will not reuse your prices, rates, margins or supplier quotations for any other client or project. We keep only general skills, knowledge and experience.

10.7 Our records. We may keep a copy of the deliverables and related documents for our records, under clause 11.

11. Data retention and deletion

11.1 Storage. We store documents using Microsoft OneDrive or SharePoint and Google Drive. Files uploaded through our website form are moved to our storage, then deleted from the website form provider within 5 business days.

11.2 Access. Only we can access your documents, except as permitted under clause 9. Our storage accounts are protected with multi-factor authentication.

11.3 Retention.

(a) Records: Quotes, deliverables, correspondence, invoices and drawing registers are kept for 7 years after delivery.
(b) Tender documents: the drawings, specifications and other documents you give us are deleted 12 months after delivery.
(c) Disputes: if a dispute or claim exists or is reasonably expected, we may keep the relevant documents until it is resolved.

11.4 Quotes not accepted. If you do not accept a Quote, we delete the documents you sent us within 3 months after the Quote expires. If we decline your enquiry, we delete them within 3 months after your enquiry.

11.5 Early deletion on request. If you ask us in writing to delete your documents early, we will do so within 10 business days and confirm in writing. We may keep records we reasonably need for legal, tax, insurance or dispute purposes, under clause 11.6.

11.6 Retained records. Any records we keep are held confidentially under clause 9, and used only for legal, tax, insurance or dispute purposes.

11.7 Backups. Deleted files may remain in automatic system backups for a limited time until they are overwritten in the normal course. They remain confidential during that time.

11.8 Personal information. We handle personal information in line with our Privacy Policy.

12. Cancellation and termination

12.1 Cancellation by you before delivery. You may cancel an engagement at any time before we deliver the deliverables, by written notice. No fee is payable. We will refund any deposit paid, and we will not provide any work in progress.

12.2 After delivery. Once we have delivered the deliverables, the full fee for that engagement is payable and the engagement cannot be cancelled. This does not affect your rights under clauses 4.7 and 6.5.

12.3 Tender cancelled by the builder. If the builder or principal cancels or postpones the tender, clauses 12.1 and 12.2 apply in the same way.

12.4 Termination by us. We may end an engagement by written notice if:

(a) an invoice is more than 14 days overdue after we have sent you a reminder;
(b) you seriously breach these Terms and do not fix the breach within 5 business days of our notice;
(c) we discover a conflict of interest; or
(d) we are unable to complete the Services, including through illness.

If we end an engagement under this clause, we will not charge for unfinished work, and we will refund any deposit for it.

12.5 Effect of cancellation. When an engagement is cancelled or ended, our commitment under clause 9.7 for that tender ends. Clauses 8, 9, 10 and 11 continue to apply.

12.6 Repeated cancellations. If you cancel engagements frequently, we may require a deposit or decline to Quote for future work.

13. Disputes and governing law

13.1 Talk first. If a dispute arises, either party may give the other written notice describing it. The parties’ decision-makers must meet, in person or online, within 10 business days of the notice to try to resolve it in good faith.

13.2 Mediation. If the dispute is not resolved within 10 business days of that meeting, either party may refer it to mediation in Melbourne. Mediation will be conducted through the Victorian Small Business Commission, or by a mediator the parties agree. The parties share the mediator’s costs equally and pay their own costs.

13.3 Court. If the dispute is not resolved within 30 days of referral to mediation, either party may start court or tribunal proceedings.

13.4 Exceptions. Nothing in this clause prevents either party from:

(a) seeking urgent court orders, for example to stop a breach of confidentiality; or
(b) recovering an undisputed overdue invoice.

13.5 Keep working. While a dispute is being resolved, each party must continue to perform its obligations under any engagement that is not in dispute.

13.6 Governing law. These Terms are governed by the laws of Victoria, Australia. Each party submits to the jurisdiction of the courts and tribunals of Victoria.

14. Priority of documents and general terms

14.1 Priority. If there is an inconsistency between documents that apply to an engagement:

(a) a signed non-disclosure agreement between us prevails on matters of confidentiality;
(b) the accepted Quote prevails on the project, scope, deliverables, fee and delivery date, and on any clause of these Terms it expressly states it varies; and
(c) these Terms prevail on all other matters.

14.2 Entire agreement. These Terms, the accepted Quote and any signed non-disclosure agreement are the entire agreement for an engagement. They replace any earlier discussions or correspondence about it.

14.3 Severability. If any part of these Terms is invalid or unenforceable, it is severed and the rest of these Terms continue to apply.

14.4 No waiver. A failure or delay in exercising a right is not a waiver of that right.

14.5 Independent contractor. We provide the Services as an independent contractor. Nothing in these Terms makes us your employee, partner or agent.

14.6 Assignment by you. You may not transfer your rights or obligations under an engagement without our prior written consent.

15. Definitions

In these Terms:

Business day: A day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.
Confidential Information: Has the meaning in clause 9.1.
Deliverables: The documents and files listed in an accepted Quote.
Error: Has the meaning in clause 4.8.
Quote: Our written quotation for Services, including any Statement of Work attached to it.
Review Period: Has the meaning in clause 4.7.
Services: Has the meaning in clause 2.1.
Spectrum Materials: Has the meaning in clause 10.2.
Spectrum Rates and Client Rates: Have the meanings in clause 2.3.