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Terms and Conditions - Professional Services


Gravity CX Pty Ltd ACN: 637 168 006 (Gravity CX) and the Client (as described in the accompanying Proposal) agree that any professional services, including subsequent services and charges (collectively the Services), to be provided by Gravity CX relating to the Proposal will be on the following Terms and Conditions. Collectively the Proposal and the following Terms and Conditions form the Agreement between the Client and Gravity CX Pty Ltd (Gravity CX). The client’s issuance of a purchase order or other written confirmation of services constitutes acceptance of Gravity CX’s Terms and Conditions herein.


  1. Standard of Care – Gravity CX shall provide the Services with such skill, care and diligence as is ordinarily exercised by consultants in similar circumstances at the time the Services are provided. Gravity CX shall provide the Client the opportunity to provide feedback regarding the provision of the Services within 30 calendar days, after which the Services shall be deemed accepted.
  2. Right of Entry, Permits, Site Information and Utilities - The Client shall obtain all necessary permits and licences and provide right of entry for Gravity CX and its subcontractors, if applicable, to carry out the Services. The Client (at its own cost) shall provide to Gravity CX in advance all relevant and necessary information, documents and other particulars concerning the provision of the Services. Gravity CX shall rely on such information.
  3. Rates – The rates as set out in Gravity CX’s Proposals applicable for the period specified. Thereafter the Rates shall be reviewed and adjusted with respect to market conditions.
  4. Limitation of Liability - To the maximum extent permitted by law:
    1. Subject to paragraphs (b), (c) and (d) below, the liability of Gravity CX, its employees, officers and directors arising out of the performance or non-performance of the Services, whether under law of contract, tort or otherwise, shall be limited in aggregate to the lesser of the cost of rectifying the works subject to the Services, or $300,000.
    2. Gravity CX shall not under any circumstance be liable to the Client in respect to any indirect, consequential or special losses (including loss of profit, loss of business opportunity and payment of liquidated sums or damages under any other agreement).
    3. Gravity CX will be deemed discharged from all liability in respect of the Services, whether under the law of contract, tort, or otherwise, on the completion of the engagement and delivery of service as outlined in the proposal, or the termination of this Agreement, whichever is earliest. The Client shall not be entitled to commence any action or claim whatsoever against Gravity CX or any employee, agent or sub consultant of Gravity CX in respect of the Services after this period.
  5. Third party reliance - Unless expressly agreed by Gravity CX, no third party may rely upon any work product provided under this Agreement. The Client indemnifies Gravity CX from any unlicensed use of or reliance on said work product.
  6. Confidentiality – Neither the Client nor Gravity CX shall disclose to third parties or use for any purpose (other than providing or benefiting from the Services) any information provided by the other unless required by law, regulation, court order, or other legal processes or the information is already available to the public, or the other consents to the disclosure.
  7. Dispute - Any dispute between the Client and Gravity CX shall be notified in writing by the aggrieved party to the other within 7 days of the onset of the dispute. It shall be handled as follows:
    1. Within 7 days of notification, the parties and their principals shall meet in good faith, without legal representation, in an attempt to resolve the dispute.
    2. If the dispute is not resolved under (a), the parties agree that the dispute shall then be subject to final expert determination. The expert shall be chosen by agreement between the parties. If the parties cannot agree on the expert within 14 days, the expert shall be appointed by a thrid party mediator.
    3. The parties irrevocably waive any recourse to further action.
    4. Notwithstanding the subject of the dispute, the parties agree to continue to perform all other obligations under this agreement.
  8. Termination - Either party may terminate its obligations under this Agreement in the event of a substantial breach by the other party of its obligations and the breach has not been remedied within 30 days of a written notice requiring the breach to be remedied; OR without cause upon giving the other party 30 days' written notice of its intention to do so. Gravity CX may suspend or terminate its obligations under this Agreement in the event of monies payable to Gravity CX for the Services being outstanding for more than 30 days.
  9. Assignment - Neither party and their respective successors may assign, transfer, or sublet any obligation under this Agreement without the prior written consent of the other party. Unless stated in writing to the contrary, no assignment, transfer, novation or sublet shall release the assignor from any obligation under this Agreement.
  10. Sub-consultants - If Gravity CX considers it appropriate to do so, it may, with the Client’s prior written approval, engage another consultant to assist Gravity CX in provision of the Services. Such written permission from the Client cannot be unreasonably withheld. The Client acknowledges that Gravity CX may have retained sub-consultants affiliated with Gravity CX to provide Services for the benefit of Gravity CX. To the maximum extent allowed by law, the Client acknowledges and agrees it will not have any direct legal recourse to, and waives any claim, demand, or cause of action against, Gravity CX’s affiliated companies, and their employees, officers and directors.
  11. Miscellaneous
    1. This Agreement shall be subject to either the laws of the State of Australia where the Services are provided, or if the Services are provided outside of Australia, the laws of the State of Australia which is the location of the Gravity CX office that is the source of the Proposal being the State of Victoria.
    2. This Agreement is the entire Agreement between the parties for the provision of the Services in the Proposal and supersedes all other agreements, representations, correspondence, and discussions in connection with the Services. In particular, no terms incorporated into or referenced by any Purchase Order, however and whenever presented, shall at any time operate to amend or substitute for the terms of this Agreement.
    3. If any Clause of this Agreement is found to be inoperable due to illegality, such Clause is severed from the Agreement and the rest of the Agreement remains in force, and the invalid or unenforceable clause shall be modified to the extent necessary to give effect to the original intent, where permissible by law.
    4. Nothing in this Agreement, nor in the performance of the Services, shall be construed as creating a relationship of agency, partnership, or other relationship other than that of Client and Consultant between the parties.
  12. Ownership and Use of Work Product - Intellectual property and copyright in all drawings, reports, specifications, bills of quantity, calculations, software developed specifically for the delivery of the service, designs of systems and/or products, and other documents (“work product”) provided by Gravity CX in the provision of the Services shall remain the property of of the Client.
  13. Safety
    1. Gravity CX shall be responsible only for its activities and that of its employees and nothing shall imply that Gravity CX has any responsibility for job site safety which is the responsibility of the Client or its agents or contractors. The Client shall provide in advance any environmental, health, or safety policies or procedures it requires Gravity CX to abide by during provision of the Services. If no policies or procedures are provided, Gravity CX shall abide by its own policies and procedures in the provision of the Services. If in Gravity CX’s reasonable opinion it is unsafe to continue, Gravity CX may suspend the Services without penalty until the unsafe condition is rectified. At no time shall Gravity CX be deemed to be in control of the project site unless by prior written agreement in connection with specific Services.
  14. Publicity: The Client consents to Gravity CX’s use of a general description of services provided to the client and use of the client's company or brand logo in Gravity CX’s internal and external marketing materials, website and proposals. Client may withdraw consent for such use by notifying Gravity CX in writing.
  15. Payment: The Client shall pay to Gravity CX the Fees and Expenses as set out in the Proposal without set off or deduction. Where this Agreement has been entered into or authorised by an Agent (or a person purporting to act as an Agent) on behalf of the Client, the Agent and the Client shall be jointly and severally liable for payment of all accounts due to Gravity CX under this Agreement. Unless agreed otherwise all monies payable by the Client to Gravity CX shall be paid within fourteen (14) days of the date of the invoice. Client shall notify Gravity CX within fourteen (14) days of receipt of any invoice of any dispute with the invoice and the parties will promptly meet to resolve the dispute. Unless such notification is received by Gravity CX, the Client agrees the invoice will be deemed valid and payment is due under the terms of this Condition​