Standard Terms of Engagement

Clause A — How these Terms apply (incorporation and acceptance)

1. Standard of Care

We shall provide the Services with the skill, care, and diligence ordinarily exercised by experienced consultants in similar circumstances. We shall maintain the competence of our personnel and provide the Client a reasonable opportunity to give feedback at any time during the engagement.

2. Scope of Services and Variations

2.1 The Services are limited to those expressly described in the Proposal or Engagement Confirmation and any executed Scope Variation. We are not obliged to perform services outside the agreed scope.

2.2 Where additional or varied services are required, the Client must submit a written request. We will respond within five (5) Business Days with a written Scope Variation confirming the additional services, applicable rates, and timeframe.

2.3 No variation is binding unless captured in a written Scope Variation signed by authorised representatives of both parties prior to commencement of the varied work.

2.4 We may decline any proposed variation that is outside our competency or conflicts with applicable professional or legal obligations.

3. Term and Termination

3.1 This Agreement commences on the date the Client accepts these Terms under Clause A.2 and continues for the duration specified in the Proposal, or until completion of the Services, whichever is earlier. Where no completion date is specified, it continues on a monthly rolling basis.

3.2 Either party may terminate for convenience on thirty (30) days’ written notice. We are entitled to payment for all Services performed up to and including the effective date of termination.

3.3 Either party may terminate immediately by written notice if: (a) the other commits a material breach incapable of remedy; (b) the other commits a material breach capable of remedy and fails to remedy it within fourteen (14) days of written notice; or (c) an Insolvency Event occurs in relation to the other party.

3.4 On termination: (a) we shall deliver all work product completed and paid for as at the date of termination; (b) the Client shall pay all outstanding invoices within fourteen (14) days; (c) each party shall return or destroy the other’s confidential information; and (d) clauses that by their nature survive (including Clauses 9, 10, 12, 15, and 16) continue in full force.

4. Fees, Invoicing and Payment

4.1 The Client shall pay the fees set out in the Proposal, together with any approved expenses, without set-off or deduction.

4.2 We shall issue invoices as specified in the Proposal (monthly, fortnightly, or on milestone completion). Invoices are due and payable within fourteen (14) days of the invoice date.

4.3 Where this Agreement is entered into or authorised by an agent on behalf of the Client, the agent and the Client are jointly and severally liable for all amounts due.

4.4 Overdue amounts attract interest from the due date at the Reserve Bank of Australia cash rate plus eight percent (8%) per annum, calculated daily, plus reasonable debt-collection costs where applicable.

4.5 The Client must notify us in writing within ten (10) Business Days of receipt of any disputed invoice, specifying the grounds and amount in dispute. Undisputed amounts must be paid by the due date. Failure to notify within this period constitutes acceptance of the invoice.

4.6 We may suspend Services on seven (7) days’ written notice if any invoice remains unpaid beyond thirty (30) days of the due date, without penalty or liability to us.

5. Default

Failure to pay two (2) consecutive invoices within the periods in Clause 4.2 is a material breach. We may then void all proposals and commitments, suspend all Services immediately, and record the Client as in default. All deliverables, work product, and our intellectual property remain our property until all outstanding amounts are paid in full.

6. Rates, Hours and Rollover

6.1 Rates set out in the Proposal are fixed for thirty (30) days from the date of the Proposal, or for the duration of the initial engagement term, whichever is lesser. Thereafter rates are subject to review on thirty (30) days’ written notice, having regard to market conditions and CPI.

6.2 Where an agreed number of hours per month forms part of the engagement, a rollover of up to ten percent (10%) of unused hours per month is permitted, subject to a maximum of one (1) month’s hours at any time.

6.3 We will notify the Client when works are anticipated to exceed one hundred and ten percent (110%) of allocated hours in any month. Additional hours beyond this threshold may incur additional cost, agreed in writing prior to the work being undertaken.

7. Site Attendance and Expenses

7.1 Site attendance outside the Perth metropolitan area is charged at the agreed day rate set out in the Proposal, capped at twelve (12) hours per day.

7.2 Travel time is charged at fifty percent (50%) of the applicable hourly rate, capped at four (4) hours each way per travel day, unless otherwise agreed in writing.

7.3 Reasonable travel, accommodation, and messing expenses are excluded from the day rate and recharged at cost, without margin, supported by receipts.

7.4 Expenses anticipated to exceed AU$500 per event require written pre-approval from the Client prior to booking. We are not liable for expenses incurred where pre-approval was not obtained.

7.5 A minimum of five (5) Business Days’ advance notice is required to confirm site attendance. Our obligation to attend site is subject to reasonable availability and safety assessment. For international site attendance (including in Sub-Saharan Africa), additional terms relating to travel risk, security, visas, and insurance will be agreed in writing in the relevant Scope Variation prior to mobilisation.

8. GST and Taxes

8.1 All fees and charges are exclusive of GST or equivalent indirect tax. Where GST applies, it is added to the relevant invoice as a separate line item.

8.2 Each party is solely responsible for its own income tax, payroll tax, superannuation, and other statutory charges arising from this Agreement.

8.3 For clients domiciled outside Australia, we will assess and advise the applicable GST treatment under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Where a supply is GST-free, we will confirm this in writing prior to invoicing.

8.4 We warrant that we hold a valid Australian Business Number (ABN) and all registrations required by applicable tax law.

9. Intellectual Property

9.1 Pre-Existing IP. All intellectual property in materials, methodologies, tools, templates, processes, software, and know-how developed independently by us prior to or outside this Agreement (Pre-Existing IP) remains our absolute property. Nothing transfers any rights in our Pre-Existing IP to the Client.

9.2 Deliverables. Subject to full payment of all fees due, we grant the Client a non-exclusive, non-transferable licence to use the deliverables solely for the purposes described in the Proposal. The licence does not extend to other projects or engagements without our prior written consent.

9.3 Jointly Developed Materials. Where materials are created jointly, ownership shall be agreed in a separate written instrument prior to creation. Absent such agreement, jointly developed materials are owned equally, with each party entitled to use them for its own purposes.

9.4 Third-Party IP. We warrant that deliverables will not, to the best of our knowledge, infringe any third-party intellectual property rights, and will promptly notify the Client of any known third-party IP embedded in deliverables.

9.5 Revocation on Default. If the Client is in breach of any payment obligation, we may immediately revoke any licence granted under this Clause, and the Client must promptly return all originals and copies of our deliverables.

10. Confidential Information and Privacy

10.1 Each party must hold the other’s confidential information in strict confidence, use it solely for the purposes of this Agreement, and not disclose it without prior written consent. Permitted disclosures include those to personnel and advisors who need to know and are bound by equivalent obligations, and those required by law (with prompt written notice where permitted).

10.2 Upon termination or request, each party must promptly return or securely destroy the other’s confidential information and certify compliance within fourteen (14) days. These obligations survive for five (5) years.

10.3 Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to any personal information handled in connection with this Agreement.

11. Insurance

11.1 We shall maintain, at minimum: (a) Professional Indemnity — not less than AU$2,000,000 per claim; (b) Public Liability — not less than AU$10,000,000 per occurrence, where site attendance is required; and (c) Workers Compensation as required by law.

11.2 Where the Client’s site access requirements mandate that our personnel are covered under the Client’s insurance arrangements, the parties shall confirm this in writing prior to site attendance, specifying scope and conditions. Absent such confirmation, Clause 11.1 applies.

11.3 We shall provide certificates of currency on reasonable written request.

12. Limitation of Liability

12.1 Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded.

12.2 Subject to Clause 12.1, our aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Client to us in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3 Subject to Clause 12.1, neither party is liable for indirect, incidental, special, consequential, or punitive damages, including loss of profit, revenue, or business opportunity, howsoever arising. This does not limit liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct or gross negligence; (c) death or personal injury caused by negligence; or (d) any liability that cannot be excluded by law.

12.4 We shall be discharged from all liability in respect of the Services upon the earlier of: (a) twelve (12) months from completion of the Services; (b) twelve (12) months from the date of the final invoice; or (c) twelve (12) months from termination.

13. Force Majeure

13.1 Neither party is in breach or liable for any delay or failure to perform to the extent caused by events beyond its reasonable control, including natural disasters, pandemic, government action, war, terrorism, industrial action, or failure of third-party infrastructure (Force Majeure Event).

13.2 The affected party must notify the other in writing as soon as practicable, use all reasonable endeavours to mitigate, and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate on fourteen (14) days’ written notice, and we are entitled to payment for all Services performed prior to termination.

14. Safety and Site Obligations

14.1 We are responsible only for the safety of our own activities, employees, and subcontractors. Nothing implies that we have responsibility for overall job-site safety, which remains the Client’s responsibility or that of its appointed principal contractor.

14.2 The Client must provide all relevant environmental, health, and safety policies prior to commencement of site activities; we shall comply with them, and where none are provided we shall apply our own.

14.3 We may immediately suspend site activities, without penalty, if in our reasonable professional opinion a site condition presents an unacceptable risk to our personnel, resuming only when the condition is remedied to our reasonable satisfaction.

15. Ethical Conduct and Compliance

15.1 Each party must comply with all applicable anti-bribery and anti-corruption laws, including the Criminal Code Act 1995 (Cth) (including the foreign-bribery provisions) and, where applicable, the Foreign Corrupt Practices Act 1977 (US) and the UK Bribery Act 2010. Neither party may offer, pay, promise, or authorise any payment, gift, or benefit to any person to improperly influence any act or decision in connection with this Agreement.

15.2 Where Services involve government relations, stakeholder engagement, or work in higher-risk jurisdictions, both parties acknowledge that such Services consist of lawful representation and advice only. We maintain anti-bribery procedures and may decline or cease any activity that we reasonably consider may contravene applicable anti-bribery, sanctions, or anti-corruption law.

15.3 Each party warrants compliance with the Modern Slavery Act 2018 (Cth) and applicable trade-sanctions and export-control laws. A material breach of this Clause entitles the non-breaching party to terminate immediately and forfeits any unpaid amounts owed to the breaching party.

16. Governing Law and Dispute Resolution

16.1 This Agreement is governed by the laws of Western Australia and the Commonwealth of Australia.

16.2 The parties must first attempt resolution by good-faith negotiation between senior representatives within twenty-one (21) days of written notice identifying the dispute.

16.3 Failing resolution, either party may refer the dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC) in Perth; costs shared equally unless otherwise ordered.

16.4 If mediation does not resolve the dispute within thirty (30) days of commencement, either party may refer it to binding arbitration under the ACICA Arbitration Rules, seated in Perth. For a foreign counterparty, the UNCITRAL Arbitration Rules may apply by written agreement, with the seat and forum specified in the relevant Proposal or Scope Variation.

16.5 Nothing in this Clause prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction.

17. General Provisions

17.1 Right of Entry. The Client shall obtain all necessary permits and provide right of entry for us and our subcontractors to carry out the Services.

17.2 Reliance on Client Information. We are entitled to rely on all information provided by the Client, which the Client warrants is accurate and complete.

17.3 Third-Party Reliance. Unless expressly agreed in writing, no third party may rely on any work product. The Client indemnifies us against any claim arising from unauthorised third-party reliance.

17.4 Assignment. Neither party may assign its rights or obligations without the prior written consent of the other, not to be unreasonably withheld.

17.5 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior representations, negotiations, and understandings.

17.6 Amendment; Waiver; Severability. This Agreement may only be amended in writing signed by both parties. No failure to exercise a right is a waiver. If any provision is invalid or unenforceable, it is severed and the remainder continues in force.

17.7 Publicity. The Client consents to our use of a general description of the engagement and non-confidential project images in our marketing materials, proposals, and capability statements. We shall not use the Client’s name or logo without prior written consent.

17.8 Electronic Signatures. Electronic signatures executed via DocuSign, Adobe Sign, or an equivalent recognised platform are valid and legally binding.

17.9 Independent Legal Advice. Each party acknowledges it has had the opportunity to seek independent legal advice prior to entering this Agreement.