Terms and Conditions

Terms and Conditions of Business

These terms of business (‘Terms’) apply to the services (‘Services‘) that Ryton Group (‘Ryton Group‘, ‘we‘, ‘us‘ or ‘our‘) provides to the client named in the estimate (‘Client‘, ‘you‘ or ‘your’)

Together, Ryton Group and the Client are referred to as the ‘parties’. These Terms apply to the relevant estimate and any subsequent estimate that states these Terms apply. Together, they form the contract between the parties for the Services (‘Contract’).

By engaging, or continuing to engage, Ryton Group to provide the Services, you confirm that you accept and agree to be bound by the Contract.

1. Engagement and Scope of Services

  1. Ryton Group agrees to provide the Services described in the Invoice on the terms set out in this Agreement.
  2. The scope of Services is limited to that described in the Invoice. Any additional work requested by the Client outside that scope will be subject to a separate written agreement and additional fees.
  3. Ryton Group will perform the Services with reasonable skill, care, and diligence, consistent with professional standards applicable to registered town planners in New South Wales.
  4. Ryton Group is a member of the Planning Institute of Australia (PIA) and is bound by the PIA Code of Professional Conduct. Nothing in this Agreement limits those obligations.
  5. The Client acknowledges that town planning outcomes are determined by Regulatory Authorities and are not within Ryton Group’s control. Ryton Group makes no guarantee, warranty, or representation as to the outcome of any development application, appeal, rezoning, or planning process.
2. Client Obligations
  1. The Client must:
    1. provide Ryton Group with all information, documents, plans, and instructions reasonably required to perform the Services in a timely manner;
    2. ensure that all information provided to Ryton Group is accurate, complete, and not misleading;
    3. notify Ryton Group promptly of any change in circumstances that may affect the Services;
    4. obtain and pay for any surveys, reports, or specialist studies required by a Regulatory Authority that are not included in the agreed scope;
    5. make decisions and provide approvals within a reasonable timeframe so as not to delay the Services.
  2. Ryton Group is entitled to rely on the accuracy and completeness of information provided by the Client and is not liable for any loss or additional costs arising from inaccurate or incomplete information supplied by the Client.

3. Fees, Invoicing, and Payment

  1. Ryton Group’s fees are charged on an hourly rate basis as set out in the Invoice. Hourly rates are GST exclusive unless otherwise stated.
  2. Ryton Group will issue invoices monthly for work completed in the preceding period, or upon completion of a project stage as agreed in the Invoice
  3. All invoices are payable within seven (7) days of the invoice date unless otherwise agreed in writing.
  4. All fees are subject to GST where applicable under Commonwealth law. GST will be shown separately on each tax invoice.
  5. If an invoice is not paid by the due date, Ryton Group may:
    1. charge interest on the outstanding amount at the rate of 2% per month, calculated daily from the due date until the date of payment;
    2. suspend work on the engagement until all outstanding amounts are paid in full;
    3. terminate the Agreement in accordance with terms set out in this document.
  6. The Client is responsible for all disbursements incurred on its behalf, including but not limited to council lodgement fees, advertising costs, specialist fees, government charges, and title searches. Disbursements will be invoiced at cost plus a 10% administration fee unless otherwise agreed.
  7. If the scope of work increases materially due to changed circumstances, additional Client requests, or requirements imposed by a Regulatory Authority, Ryton Group will notify the Client and provide a revised fee estimate before proceeding.

4. Timeframes

  1. Any timeframes indicated in the Invoice or elsewhere are estimates only and are not guaranteed.
  2. Ryton Group is not liable for delays caused by:
    1. Regulatory Authorities, including council processing times, exhibition periods, and hearing schedules;
    2. requests for additional information by Regulatory Authorities;
    3. delays caused by the Client in providing information, instructions, or approvals;
    4. actions of third parties, objectors, or other government agencies;
    5. circumstances beyond Ryton Group’s reasonable control.
  3. The Client must not unreasonably delay providing instructions, responses, or approvals required to progress the engagement.

5. Development Applications, Appeals, and Planning Advice

  1. Where Ryton Group prepares or manages a Development Application (DA) on behalf of the Client
    1. the outcome of the DA is determined solely by the relevant Regulatory Authority;
    2. Ryton Group’s role is to prepare and present the application professionally, and does not extend to guaranteeing approval;
    3. the Client acknowledges that conditions of consent, if granted, may impose obligations not anticipated at the time of lodgement.
  2. Where Ryton Group provides advice in relation to rezoning, planning proposals, or strategic planning matters, such advice reflects Ryton Group’s professional opinion based on information available at the time. Planning policy and legislation may change, and advice given may become outdated. Ryton Group is not responsible for changes in policy, legislation, or regulatory interpretation after the date advice is provided.
  3. Where Ryton Group represents the Client in any appeal or review proceeding (including proceedings before the Land and Environment Court of New South Wales, the Sydney Local Planning Panel, or any other tribunal):
    1. the Client acknowledges that the outcome of legal or administrative proceedings is uncertain and cannot be guaranteed;
    2. the Client must promptly provide all instructions and documents required for the proceeding;
    3. any legal representation required in proceedings will be arranged separately and is not included in Ryton Group’s fees unless expressly stated.
  4. The Client must not submit, lodge, or act on Ryton Group’s advice or Deliverables without first reviewing them and satisfying itself as to their accuracy and suitability.

6. Intellectual Property

  1. Ryton Group retains all Intellectual Property rights in the Deliverables unless otherwise agreed in writing.
  2. Upon payment in full of all fees due, Ryton Group grants the Client a non-exclusive licence to use the Deliverables for the purpose for which they were prepared. This licence does not extend to use on other sites, other projects, or by third parties without Ryton Group’s prior written consent.
  3. The Client must not modify, reproduce, or use the Deliverables for any purpose beyond the original engagement without Ryton Group’s written consent.

7. Liability and Indemnity

  1. Ryton Group’s total aggregate liability to the Client for all claims arising out of or in connection with the engagement — whether in contract, tort (including negligence), under statute, or otherwise — is limited to the total Fees paid by the Client to Ryton Group for the specific engagement to which the claim relates.
  2. To the maximum extent permitted by law, Ryton Group excludes all liability for:

    1. indirect, consequential, special, or incidental loss or damage;
    2. loss of profit, revenue, opportunity, or anticipated savings;
    3. loss arising from decisions made by Regulatory Authorities;
    4. losses arising from the Client’s failure to comply with its obligations under other sections of this agreement.
  3. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by any legislation (including the Australian Consumer Law) that cannot lawfully be excluded or limited.
  4. The Client indemnifies Ryton Group against any claim, loss, or damage arising from:

    1. information or documentation provided by the Client that is inaccurate, incomplete, or misleading;
    2. the Client’s failure to comply with any law, condition of consent, or requirement of a Regulatory Authority;
    3. the Client’s use of the Deliverables outside the terms of the licence.
  5. Ryton Group maintains professional indemnity insurance as required by the Planning Institute of Australia. Details are available upon request.

8. Suspension and Termination

  1. Either party may terminate this Agreement by giving fourteen (14) days written notice to the other party.
  2. Ryton Group may immediately suspend or terminate this Agreement if:

    1. the Client fails to pay any invoice by the due date and does not remedy the default within seven (7) days of written notice;
    2. the Client acts in a way that is abusive, threatening, or unreasonable towards Ryton Group or its staff;
    3. the Client provides materially false or misleading information;
    4. continuing the engagement would require Ryton Group to act unethically or in breach of its professional obligations.
  3. Upon termination, the Client must pay all Fees for work performed and disbursements incurred up to the date of termination. Ryton Group is not obliged to release Deliverables until all outstanding Fees are paid in full.
  4. If the Client terminates without cause, any deposit paid is non-refundable to the extent it covers work performed or costs committed.

9. Confidentiality

  1. Each party must keep confidential all information received from the other party that is identified as confidential or that a reasonable person would regard as confidential, and must not disclose such information to any third party without the other party’s prior written consent, except as required by law.
  2. This obligation does not apply to information that is publicly available through no fault of the receiving party, or to disclosures required by a Regulatory Authority or court.
  3. Ryton Group may refer to the engagement in its portfolio or promotional materials with the Client’s prior written consent, which will not be unreasonably withheld.

10. Dispute Resolution

  1. If a dispute arises in connection with this Agreement, the parties must attempt to resolve it through good faith negotiations before commencing any formal proceedings.
  2. If the dispute is not resolved within twenty-one (21) days of written notice, either party may refer the matter to mediation administered by a mutually agreed mediator, or if agreement cannot be reached, by the Australian Disputes Centre.
  3. Nothing in this clause prevents either party from seeking urgent injunctive or declaratory relief from a court.

11. General

  1. This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
  2. These Terms and Conditions, together with the invoice, constitute the entire agreement between the parties in relation to its subject matter and supersede all prior agreements, representations, and understandings.
  3. If any provision of this Agreement is invalid or unenforceable, that provision is to be read down or severed to the extent necessary, and the remaining provisions continue in full force.
  4. No waiver of any breach of this Agreement is effective unless it is in writing. A waiver of one breach does not constitute a waiver of any subsequent breach.
  5. Ryton Group may update these Terms and Conditions from time to time. Updated terms will apply to new engagements from the date of notification to the Client.
  6. Notices under this Agreement must be in writing and delivered by email or post to the addresses set out in the Letter of Engagement