ENVIRONMENTAL ASSISTANCE SERVICES STANDARD TERMS AND CONDITIONS
1. Services Description
For the purposes of this agreement (this "Agreement"), the "Services" comprise the following limited environmental assistance services to be provided by [Port of Brisbane Pty Ltd] (the "Supplier") to the Customer, in each case as requested by the Customer and confirmed by the Supplier in writing from time to time:
(a) assistance with obtaining, amending, suspending and/or surrendering applicable environmental approvals, licenses and permits;
(b) assistance with development of environmental operating procedures and management plans;
(c) assistance with carrying out internal environmental audits against identified environmental management plans, standards, licenses and permits;
(d) assistance with developing and implementing sustainability initiatives; and
(e) such other general environmental advice and assistance as the Supplier and the Customer may agree from time to time.
2. Relationship between Parties and Nature of the Services
The Supplier and the Customer each acknowledge and agree that:
(a) where the Supplier and the Customer are parties to another agreement made on or before the date of this Agreement (the "Related Contract"), this Agreement is ancillary to the Related Contract;
(b) the Supplier will provide, and the Customer accepts, the Services on the basis that the Services: (i) are for the limited and sole purpose and result of assisting the Customer with its internal environmental management processes in connection with the Related Contract and no other purpose or result has been made known to the Supplier; (ii) are of an advisory nature the result of which will be that the Customer will undertake its own independent review and analysis; and (iii) do not limit or diminish the Customer's responsibility for complying with the Related Contract and all applicable legal requirements, including without limitation in respect of the environment; and
(c) the Supplier will not receive payment for the Services, and the terms of this Agreement, including the scope of any warranty, guarantee and representation (and any associated liability) which cannot be excluded or limited by law, must be construed accordingly.
3. Indemnity by Customer
Without limiting the Related Contract or the remainder of this Agreement, to the maximum extent permitted by law the Customer releases and indemnifies the Supplier from and against any claims that may be brought by any person, and any loss (including without limitation indirect or consequential loss) incurred directly or indirectly by the Supplier, arising from or in connection with the Services or this Agreement, except to the extent the relevant claim or loss is directly caused by the negligence or willful default of the Supplier
4. No Warranties or Guarantees
(a) To the maximum extent permitted by law, the Supplier excludes any liability, and makes no warranty, guarantee or representation, in connection with any aspect (including without limitation the correctness, completeness, currency, standard of care of performance, merchantability or fitness for a particular purpose or result) of the Services or any information or data provided under this Agreement.
(b) To the extent a warranty, guarantee or representation cannot be excluded by law, the Supplier provides such warranty, guarantee and/or representation on the minimum terms required by law, and the Supplier's liability for breach of such warranty, guarantee and/or representation is limited to providing the Services again or the payment of the cost of having the Services provided again.
5. Notification of Claims
As a condition precedent to any claim by the Customer, the Customer must provide written notice to the Supplier within 7 days of the occurrence of the events or circumstances giving rise to the claim, stating the nature, grounds and amount of the claim. Time is of the essence in respect of this clause and the Customer is deemed to waive any claims not notified in accordance with this clause.
The Customer must not disclose to any person, or use for any purpose other than the limited purposes set out in clause 2(b)(i) of this Agreement, any information about or associated with this Agreement, the Service or the Supplier, or otherwise provided by or behalf of the Supplier, unless such disclosure is approved by the Supplier in writing or required by law, and the Customer must ensure that its employees and agents are aware of and comply with these obligations.
7. Copyright and Ownership
All ownership, copyright and intellectual property rights in any information supplied by or on behalf of the Supplier arising out of or in connection with this Agreement or the Services exclusively remain or otherwise vest with the Supplier. The Customer must not infringe any such rights of the Supplier, including without limitation that the Customer must not copy, disseminate or use such information except for the limited purposes set out in clause 2(b)(i) of this Agreement or otherwise with the prior written consent of the Supplier.
(a) (Governing law): This Agreement is governed by the laws of Queensland. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them and must not object to the exercise of jurisdiction by those courts on any basis.
(b) (Term): This Agreement commences on the date it is signed by both parties and terminates on expiry or termination of the Related Contract. Either party may also terminate this Agreement at any time upon 7 days' written notice to the other.
(c) (Severability): If any term of this Agreement is legally unenforceable or made inapplicable, it must be severed or read down (including without limitation by the severance of any particular sub-clause), but so as to maintain (as far as possible) the original effect and intention of the terms of this Agreement.
(d) (Assignment): The Customer must not assign any right or obligation under this Agreement without the Supplier's prior written consent.
(e) (Interpretation): This Agreement represents the entire agreement between the parties in respect of its subject matter. Nothing in this Agreement is to be interpreted against a party solely on the ground that the party put forward this Agreement or a relevant part of it.
(f) (Survival): Clauses 3, 4(a), 5, 6, 7 and 8 survive termination of this Agreement.
(g) (Counterparts): This Agreement may be executed in any number of counterparts.