Terms & Conditions

1. Definitions

In these Terms, the following definitions apply:

"QTEN" means the Queensland Technical Excellence Network, operated under Emjay Technologies Pty Ltd (ABN 99 683 863 425), trading as Queensland Technical Excellence Network (pending ASIC registration), and its appointed Project Director.

"Member" means an approved independent technical specialist or firm participating in the QTEN network.

"Client" means any individual, company, government agency, or entity that engages QTEN or a Member for technical services.

"Engagement" means any agreement, commission, or instruction under which technical services are to be provided, whether under the Direct, Indirect, or Agreed Actions model.

"Services" means the technical advisory, investigation, design, assessment, project management, or other professional services provided under an Engagement.

"Deliverable" means any report, design, recommendation, opinion, model, or other output produced in connection with an Engagement.

2. Engagement Models

QTEN operates three transparent engagement models. The applicable model will be specified in each Engagement proposal or scope of works.

2.1 Direct Engagement. QTEN enters into a subcontract arrangement with the relevant Member(s). The Client contracts with QTEN directly. All parties bear their own costs in connection with proposal preparation and business development. Payment flows from Client to QTEN; QTEN pays Members under separate subcontract terms. QTEN accepts responsibility for the overall management and coordination of the Engagement, but individual Members remain professionally responsible for the technical content of their own contributions.

2.2 Indirect Engagement (Network Recovery Model). Where the Client engages a Member directly but that Member has been introduced, facilitated, or coordinated through the QTEN network, a network recovery fee of two percent (2%) of the Member's invoiced amount applies, payable by the Member to QTEN. This fee is disclosed transparently in Member agreements and does not affect the Client's cost unless expressly agreed otherwise in writing.

2.3 Agreed Actions. For bespoke or complex multi-party engagements, QTEN and the relevant parties may enter into a specific Agreed Actions arrangement. The commercial terms, cost-sharing, deliverable ownership, and liability allocation for such arrangements are set out in a bespoke written agreement executed by all parties prior to commencement of services. No Agreed Actions arrangement is binding unless in writing and signed by an authorised representative of QTEN.

3. Proposal and Quotation

Any proposal, scope of works, or fee estimate provided by QTEN is valid for thirty (30) days from the date of issue unless otherwise stated. Acceptance of a proposal constitutes agreement to these Terms. QTEN reserves the right to withdraw or amend a proposal prior to acceptance.

Estimates provided in proposals are based on information available at the time. Where the scope of work materially changes, or where information provided by the Client is incomplete or inaccurate, QTEN reserves the right to revise the fee and programme accordingly, with prior notification to the Client.

4. Professional Responsibility

Each Member engaged on a project is a qualified independent professional and bears full responsibility for the technical accuracy, currency, and appropriateness of their own advice, assessments, designs, and Deliverables. Members operate under their own professional registration, ethical obligations, and indemnity arrangements.

QTEN's role is network coordination, project management, and commercial facilitation. QTEN does not independently verify the technical content of Member Deliverables unless expressly engaged to do so as a separate and defined scope item.

Clients are advised that technical advice should be assessed in light of site-specific conditions, applicable legislation, and the Client's own circumstances. Reliance on any Deliverable is at the Client's risk to the extent permitted by law.

5. Limitation of Liability

To the maximum extent permitted by applicable law, QTEN's aggregate liability to the Client arising out of or in connection with any Engagement (whether in contract, tort, negligence, statute, or otherwise) shall not exceed the total fees paid by the Client to QTEN in connection with that Engagement.

QTEN shall not be liable for:

• Consequential, indirect, special, or punitive loss or damage;
• Loss of revenue, profit, opportunity, data, or goodwill;
• Loss arising from the Client's failure to provide complete and accurate information;
• Loss arising from the Client's use of Deliverables outside the scope or purpose for which they were prepared;
• The professional acts, errors, or omissions of independent Members, to the extent that those Members bear their own professional indemnity.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under Australian Consumer Law.

6. Insurance

Members engaged through QTEN are required to maintain, at minimum, the following insurances throughout the period of an Engagement:

• Professional Indemnity Insurance: Not less than AUD $2,000,000 per claim;
• Public Liability Insurance: Not less than AUD $10,000,000 per occurrence;
• Workers' Compensation Insurance: As required by Queensland and applicable law;
• Cyber Liability Insurance: Recommended where digital deliverables, data handling, or remote access services are provided.

Proof of current insurance coverage may be requested by the Client or QTEN at any time. QTEN maintains its own insurances appropriate to its coordination and facilitation role. Details are available upon written request.

7. Intellectual Property

Unless otherwise agreed in writing, ownership of Deliverables passes to the Client upon receipt of payment in full. Prior to full payment, all intellectual property rights in Deliverables remain with QTEN and/or the relevant Member.

QTEN and Members retain all rights in their pre-existing intellectual property, methodologies, tools, templates, and background knowledge. The Client is granted a non-exclusive licence to use Deliverables for the purpose for which they were prepared. Any use beyond that purpose requires prior written consent.

8. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with an Engagement, and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as required by law or regulatory obligation.

This obligation survives termination or completion of an Engagement for a period of five (5) years.

9. Payment Terms

Invoices are payable within fourteen (14) days of the date of issue unless otherwise agreed in writing. QTEN reserves the right to charge interest on overdue amounts at the rate of ten percent (10%) per annum, calculated daily, from the due date until payment in full.

QTEN may suspend services where payment is overdue by more than seven (7) days, without prejudice to any other rights.

10. Termination

Either party may terminate an Engagement by giving fourteen (14) days written notice. Upon termination, the Client shall pay for all services rendered and reasonable costs incurred to the date of termination. QTEN shall deliver all completed Deliverables upon receipt of payment.

QTEN may terminate immediately where the Client is in material breach of these Terms, becomes insolvent, or engages in conduct that is unlawful or poses a risk to QTEN members or third parties.

11. Dispute Resolution

The parties agree to attempt to resolve any dispute arising from or in connection with these Terms through good faith negotiation within fourteen (14) days of written notice of a dispute. If unresolved, the parties agree to refer the dispute to mediation before commencing litigation.

These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.

12. Amendments

QTEN reserves the right to amend these Terms from time to time. The version in force at the time an Engagement is accepted applies to that Engagement. Updated Terms will be published on this website.

13. Contact

For queries regarding these Terms, contact the Project Director:

Matt Jeffs — Project Director, QTEN
Email: matt@emjaytech.com.au
Website: https://www.qten.com.au