Terms & Conditions

1. Introduction

Thanks for the opportunity to work together! Before we start, we need to set out the basis of our professional relationship.

Unless we agree otherwise in writing, these terms of engagement will govern we will work together.

These terms apply to any current and all future engagements. From time to time, we may vary these terms. If we do so, the varied terms will appear on our website. If we work together following a variation of these terms, you will be deemed to have agreed to the varied terms.

2. Services

We will provide you with services as outlined in our engagement letter or proposal email, along with any further instructions that you provide to us.

Our duty of care is to you and not to any other person. We do not accept any responsibility or liability whatsoever to any third parties who may be affected by our performance of the services or who may rely on any advice we give, except as expressly agreed by us in writing.

3. Communications

We will ask you for contact details, including email address, postal address and telephone numbers. We may provide documents and other communications to you by email (or other electronic means). You will advise us if any of your contact details change.

You agree that we may provide you from time to time with other information that may be relevant to you, such as newsletters and information bulletins. At any time, you may request that this not be sent to you.

Unless otherwise agreed, we may communicate with you and with others by electronic means. We cannot guarantee that these communications will not be lost or affected for some reason beyond our reasonable control, and we will not be liable for any damage or loss caused thereby.

4. Fees and Payment Information

Fees

Whenever possible, we’ll provide you with a fixed programme or event price. For work where this is not possible, we will put together an estimate for you. Any estimate is a guide only, and is not a fixed fee. If we are going to significantly exceed any estimate provided, we will discuss a revised estimate.

GST

GST is payable by you on our fees and charges. Unless otherwise stated, any quote, estimate or charge out rate will not include GST.

Disbursements and Expenses

In addition to our fees, we will charge you for any expenses and disbursements incurred in the reasonable provision of services, such as travel and accommodation, along with a 5% administration margin. We reserve the right to request payment of these disbursements from you in advance.

Invoices

Programmes with a total value, GST exclusive, of less than $10,000 should be paid in full before work commences, unless by prior arrangement.

Programmes with a total value, GST exclusive, of more than $10,000 require a 50% deposit to be confirmed. In this case, we will send you monthly progress invoices.

We reserve the right to vary these terms for individual projects as needed.

Payment

Invoices are payable by the 20th of the following month or before project commences. Final invoices and deposits are payable within 14 days of the date of the invoice, unless alternative arrangements are made. If you have difficulty in paying any of our invoices, please contact us promptly.

If our invoices are not paid by the due date, we may charge interest at the rate of 15% per annum. You will be liable for all debt collection and legal costs, together with interest, we incur in seeking payment of our invoice.

5. Confidentiality

We will not disclose to any other person any confidential information that we obtain in performing services. Both parties agree to keep confidential any information obtained during the course of this engagement which is treated and/or marked by the other party as confidential.

Our confidential information includes methodologies, tools, templates and exercises used in the delivery of this engagement. These items are Intellectual Property and cannot be distributed, copied or used without permission.

Any Intellectual Property owned by a party prior to the commencement of the engagement shall remain the property of that owner. Adapt and Improve Consulting reserves the right to new Intellectual Property created in the process of delivering a contract.

6. Cancellation Policy

In the unlikely and unfortunate event of a workshop or session cancellation, please see terms below.

Note that should you need to cancel for any reason, the first preference is always to postpone and reschedule on a day that works for both parties at no charge. Should you need to cancel and a suitable reschedule cannot be found, the following charges will apply:

21+ days notice of cancellation – no charge/ full refund
14- 21 days notice of cancellation – 50% charge/ 50% refund
Less than 14 days notice of cancellation – full charge/ no refund

7. Media and Marketing

By signing a terms of engagement form, you authorise Adapt and Improve Consulting and/or our representatives to take photographs, make audio/visual recordings or to facilitate media requests, for project and promotional purposes.

We reserve the right to use testimonials, comments and quotes, within reasonable limitations, as marketing or sales tools, unless otherwise requested.

8. Conflict of Interest

We may, on occasion, work with other clients in the same industry. Adapt and Improve Consulting is not exclusive to any particular client, and may work for any client or project, while recognising the importance of ensuring that no conflict of interests exists.

If a conflict arises, we will advise you and act accordingly. This may mean we cannot provide further services and we may need to terminate our engagement.

9. Indemnity and Liability

We indemnify each other against all expenses, damages and loss and costs incurred or awarded by or against the other party as a result of any negligent act or omission, to the fullest extent permitted by law.

You have full responsibility for reviewing and approving the content and form of the deliverables of our engagement. Our total liability is limited to the amount of the fees paid.

10. Termination

Either party may terminate the engagement at any time.

11. Complaints

If you have any concerns or complaints about our services, please raise them as soon as possible. We will respond to your concern as soon as possible. We will always endeavour to resolve the matter in a way that is fair to all parties.

12. Premises and Equipment

You agree to provide us access to your premises, and the information and equipment that we need to perform our services. Where timetables have been agreed for the provision of necessary information to enable the project to proceed, you agree to adhere to the timetables.

13. Deadlines

We will always do our best to meet agreed deadlines. Where you need to unexpectedly extend deadlines, we will not be held responsible for extensions to the overall delivery timetable or necessary reductions in the scope of the services.

If you’ve got any questions in relation to this Terms of Engagement, we’re always more than happy to answer them. We look forward to working with you.