Trading Terms & Conditions
stratITgy Pty Ltd
Trading Terms & Conditions
ABN 95 136 859 919, ACN 136 859 919
Please read the undermentioned Trading Terms and Conditions. If you do not understand these terms of trade you should seek your own legal advice.
The Letter Of Engagement constitutes the entire agreement between the parties, and supersedes any, and all, previous agreement(s) or representation with the Client. The Letter of Engagement refers to and is bound by this document. The Client acknowledges they have not relied on any verbal agreement or anything else, implied or otherwise.The Suppliers Letter of Engagement is valid for 14 days from the document date, else the Supplier reserves the right to modify all, or part, of; the Letter of Engagement and/or these Trading Terms and Conditions
The Supplier’s Fees are based on the following assumptions. The Supplier reserves the right to change the Fees in the case where changes to these assumptions may change the implementation effort required;
2.1. The Client will provide timely access to documentation, resources and personnel to complete the Engagement. It is expected that the Client will have requested information that is relevant to the engagement readily at hand, and can supply this information in a timely manner on commencement of the Engagement.
2.2. Qualified and appropriate Client personnel will be made available to participate in any scheduled and unscheduled meetings. Given the nature of our Engagements, it is imperative that these staff will be made available as required.
2.3. The Client’s personnel will be responsible for and deliver all necessary internal communications, scheduling of meetings, meeting resources and distribution of documentation required by the Engagement.
2.4. The Supplier assumes and requires prompt review and sign-off of the interim and final documents within 5 business days of issue by the Supplier, to ensure the agreed schedule is met.
2.5. For any work conducted at the Client’s offices, the Supplier’s team will be provided with a standard working environment tools and access including phones, workspaces, printers, necessary security access, etc.
Fees, Invoices, Discounts & Payment Terms:
3.1. All services, (and goods), are at the Fees specified in the Letter of Engagement. Additional Fees are also payable as specified below and for clarity, are in addition to the Fees in the Letter of Engagement.
3.2. Payment Terms for all invoices are 30 days, i.e., payment is due 30 days from the invoice date. All Fees are in Australian dollars and exclude both GST & expenses. The Supplier may allocate payments as they choose.
3.3. Fees will be invoiced progressively as per the Fee Schedule in the Letter of Engagement, or if not specified in the Letter of Engagement, Fees will be invoiced in full upon the Client signing the Letter of Engagement.
3.4. The Client may choose to claim the Early Payment Discount upon payment of an invoice only if specified in the Letter of Engagement. Any Early Payment Discount expires in full on the Due Date of the invoice and may not be claimed retrospectively after the Due Date of an invoice.
3.5. Both parties agree it is reasonable to expect that the Client has appropriate Accounts Payable accounting systems and processes in place, thus statements of the financial accounts will only be provided to the Client by the Supplier at it’s sole discretion.
3.6. An Engagement is not covered by the Supplier’s Fee Guarantee unless specifically stated in the Letter Of Engagement, (please refer to Section “Our Guarantee” on our Website).
3.7. If the Client breaches their responsibilities or, the Assumptions above are not true, the Supplier may invoice the Client additional Fees at our Normal Daily Rate per resource allocated to the Engagement by the Supplier, at the sole discretion of the Supplier. In this instance, our Normal Daily Rate is not subject to any Discounts.
3.8. If the Client does not pay any amount due under any Agreement with the Supplier on time, without limiting the Suppliers other rights in this agreement, the Supplier may:
3.8.1. Immediately cease all work for any Engagements until all unpaid amounts are paid; and
3.8.2. Charge the Client interest (calculated on a daily basis and charged monthly) on any unpaid amounts at 10%; and
3.8.3. Charge the Client an account keeping fee of 2% per month which will be levied on any or all amounts in default of the agreed trading terms; and
3.8.4. The Client further agrees to indemnify the Supplier for any legal costs incurred by the Supplier (including but not limited to charges & commission charged by mercantile agents) in respect of agreements, personal guarantees, securities given or other documentation required, and the Client further agrees to indemnify the Supplier for any dishonoured cheque fees incurred and in the event that the Client’s account is in default of the agreed trading terms to indemnify the Supplier against its collection fees & legal costs.
3.9. If an Engagement spans longer than 6 months, or if the Client continues to pay invoices beyond the Initial Term, the Supplier reserves the right to increase any Fees by at least the Consumer Price Index.
3.10. If the Client pays any invoice issued after a Letter of Engagement is sent (i.e. emailed) to the Client personal named on the Letter of Engagement, this automatically constitutes an acceptance by the Client of that Letter of Engagement and any Related Documents.
3.11. The Supplier may withdraw credit facilities to the Client at any time without notice. Without limiting the Supplier’s rights to withdraw credit, the Supplier reserves the right to stop supply & place the account on hold until the whole account is returned to the agreed trading terms and the Supplier agrees to recommence supply.
3.12. Retention of title: Until all invoices are paid in full, and all monies receipted and cleared, ownership of the goods and/or Deliverables from services remain with the Supplier, but the risk passes to the Client on delivery. Delivery shall occur if the Supplier or its Agent delivers, on delivery, and/or if the Client or its Agent(s) takes delivery, at that point of delivery. Until the Supplier is paid in full, the relationship of the Client to the Supplier shall be fiduciary in respect of the goods and/or Deliverables from services and the Client shall hold the goods as Bailee only for the Supplier. The Client shall store any goods and/or Deliverables from services separately from its own until ownership has manifested in the Client. Should any goods and/or Deliverables from services be on-sold to a third party before payment, or in the event of the Appointment of an Administrator, Controller, Managing Controller, Receiver or Receiver Manager, or entry into an Informal/Formal Deed of Arrangement under Bankruptcy Act of 1966 by the Client, then the Client hereby assigns to the Supplier its right of recovery of payment from the third party. The money(ies) resulting from the sale of goods and/or Deliverables from services are to be specifically earmarked and placed in a separate account on trust for the Supplier, until payment in full is made to the Supplier for the cost of the goods and/or Deliverables from services only, to guarantee clear passage of ownership to the third party innocent purchaser.
The Client agrees to pay the Supplier the following Additional Fees, in addition to any other Fees specified elsewhere;
4.1. A Fee calculated as 10% of the gross amount of any and all Savings the Supplier identifies during any Engagement with the Client, including, but not limited to;
4.1.1. Savings from vendors including any new pricing or written quotes renegotiated with new or existing vendors for any products or services;
4.1.2. Identified savings from any recommended changes to the IT platform, IT services, IT vendors, IT processes or business processes. Examples include, however are not limited to; cancelation or reduction of vendor services, reductions in service levels or SLA’s as they are deemed excessive;
4.1.3. Identified Savings from recommendations to decommission or remove any hardware or software that does not align with what the Supplier considers to be best practice or excessive;
4.1.4. Identified Savings achievable from new pricing quoted from new vendors or re-negotiated with existing vendors for any hardware, software, services maintenance;
4.1.5. Aggregated savings calculated from the average of prior buying patterns over the previous three years that are achievable due to a reduction in the recommended quantity or configuration of hardware or software from existing or new vendors;
4.1.6. Savings include those from direct or indirect conversations with any external parties that where initiated by the Supplier;
4.1.7. Savings may be recurring or once off;
4.1.8. Savings include those that are identified within 12 months from the date of signing this Letter of Engagement or before the expiry of the Term.
4.2. Our Additional Fees pertaining to any and all identified Savings may be aggregated and invoiced by the Supplier to the Client at either; the end of each month or at the end of the Case at the sole discretion of the Supplier. All Additional Fees and are payable by the Client in accordance with the Invoice Payment terms, regardless of when the actual Savings are realised by the Client, as long as the savings are considered reasonably achievable within 24 months of the date of signing this Letter of Engagement. Any Additional Fees from identified Savings are not eligible for our Early Payment Discount if one exists in the Proposal.
4.3. The Client agrees the following in relation to any person introduced by the Supplier to the Client who the Client subsequently employs within eighteen (18) months of the introduction, as either full time, part time, contractor or casual;
4.3.1. the Client conducts their own due diligence before employing any person and the Client hasn’t relied on any representations or warranties made by the Supplier,
4.3.2. the Supplier provides no warranties in relation to any introduced person
4.3.3. the Client will pay the Supplier the higher amount of the following; 20% of the highest gross daily rate, (or the calculated equivalent of an hourly rate multiplied by eight hours), paid by the Client to the employee, sub-contractor or casual, multiplied by 261 days, or 20% of the equivalent gross annual salary paid by the Client to the introduced person.
4.3.4. the Client will not, without the Supplier’s prior written consent, make an offer of employment to any employee or sub-contractor of the Supplier for a period of eighteen (18) months after the end of this agreement. In such instances the Client agrees to pay the Supplier a finder’s fee of $750,000 (ex GST) and the Client acknowledges and agrees this fee is not punitive. 4.4. Any variations in scope will be agreed in advance in writing. All variations will be charged at our Normal Daily Rate, unless agreed otherwise at the sole discretion of the Supplier, and invoiced on the subsequent Supplier invoice.
The Supplier will not refund paid invoices under any circumstances.
If the Client has signed a Subscription the Client acknowledges;
6.1. A Subscription automatically rolls over for another Term equivalent to the Initial Term of the Subscription unless the Client provides the Supplier written Notice of their intent to cancel the Subscription at least 90 days prior to the end date of the Term. The Supplier will invoice the Client for another Term at the beginning of the new Term and the invoice is payable in full to activate the Subscription.
6.2. Subscriptions may be cancelled by the Client at any time, however the Subscription Fee is not refundable by the Supplier
6.3. Directors of the Supplier are charged at a multiple of two
6.4. Suppliers’ travel time will consume the Subscription accordingly.
6.5. The other terms in this document that specifically refers to Subscriptions.
6.6. All other terms herein also apply to Subscriptions.
All Deliverables will be produced using the Suppliers standard templates in secure PDF format, unless specifically agreed in writing with the Client.
All prices quoted in this clause exclude GST. All Expenses incurred by the Supplier on behalf of the Client will be passed through to the Client at cost. The Client may request a copy of all supporting invoice and should these not be available, (for example; due to them being lost), the Client agrees to pay reasonable costs where they can be substantiated, (for example; reasonable fares to a documented meeting).
The Client acknowledges the Supplier has publishing software and macros to assist the development of Deliverables using the Suppliers standard templates. If the Client requests the Deliverables be produced using a different template considerable additional manual formatting effort is required and;
8.1. The Client will pay to the Supplier $67.50 per page for Deliverable(s) converted to a Client specific template, including any edits requested by the Client to a previous version.
8.2. PowerPoint is not used to publish our reports; thus if this format is required by the Client, additional effort is required to convert to this format and the Client will pay to the Supplier $67.50 for each page to be converted to PowerPoint format, including any edits requested by the Client to a page of a previous version. All PowerPoint slides will only contain images (snap shots) of the pages from the published report.
The Client acknowledges the Supplier adopts business practises that respect our environment and thus the Supplier will distribute Deliverables in electronic (PDF or JPEG) format. If the Client, for whatever reason, requires the Supplier to provide a printed copy of the Deliverable(s), the Client will agree to provide the Supplier access to their printing facilities, else;
8.3. The Client will pay to the Supplier $1 per page for Deliverable(s) printed in black and white and $2 per page for any Deliverable(s) printed in colour.
If any Supplier personnel is required to travel from their Home Office, (i.e. sleep away from their home) the Client will provide each of the relevant Supplier’s personnel; 8.4. All reasonable accommodation and travel costs, (including but not limited to; airfares, petrol, tolls, parking, taxis, taxes or other fares).
8.5. Accommodation and travel will be booked, confirmed and paid by the Client prior to the required departure date.
8.6. The Client will pay to the Supplier a per diem of $145 per night.
8.7. If the Client has a Subscription then any travel time will consume time against that Subscription.
If any Supplier personnel is required to travel from their Home Office to the client’s local office or any other location;
8.8. The Client will pay to the Supplier all travel fares (including taxes) or an allowance of $1 per kilometre they drive from their home address, plus all tolls, parking costs and/or taxis.
The Client acknowledges that the Supplier has an agreed Travel Policy agreed with its personnel and sub-contractors and the Client agrees that all domestic and international travel will align with the following conditions;
9.1. All domestic travel will be by air with the Suppliers preferred carrier in economy class
9.2. Any international travel will be by air with the Suppliers preferred carrier and any international travel longer than 4 hours will be in Business Class
9.3. Supplier personnel are allowed to upgrade their class of travel to the next available class, if the class of travel specified in sub clauses 1 and 2 above are not available between Normal Travel Hours on the required day.
9.4. Supplier personnel are allowed to transfer their carrier and/or upgrade their class of travel at the Clients expense if the chosen carrier cancels or postpones their flight outside of Normal Travel Hours.
9.5. All the Suppliers personal are entitled to return home each weekend at the Clients expense.
9.6. The Suppliers personal are entitled to retain any and all rewards from any loyalty programs.
The date of Delivery set forth in the Letter Of Engagement is made in good faith, but the performance of the Supplier’s engagement is subject to industrial disturbances, delay in transit, shortage of staff and any other cause beyond reasonable control of the Supplier. In such circumstances the Supplier shall be excused from failure to deliver or complete, which is contributed to by any such cause, and the time specified for completion of delivery shall be extended commensurately and shall not constitute a breach of contract, nor shall it affect any other provisions of the contract to the Supplier’s disadvantage. Further, the date of Delivery is subject to; 10.1. The provision of necessary information and or documents, in full, by the Client.
10.2. Access to Client personnel, as required.
10.3. Availability of Supplier’s personnel (refer below).
Availability of Supplier personnel:
Availability of the Supplier’s personnel is subject to;
11.1. Supplier personnel proposed in the Supplier’s Proposal are guaranteed for 7 days from the date of the Letter of Engagement. Delays accepting the Letter of Engagement greater than 7 days may impact personnel availability. Please discuss any expected delays to help us manage personnel availability.
11.2. Supplier Personal are only available during Business Hours and Supplier personnel may not be available during the school holidays of their Home Office.
11.3. No Supplier personnel are available on public holidays.
Access to site:
The Client at all times is responsible to ensure suitable access to the site. The Client further indemnifies and saves harmless the Supplier, and or it’s servants or agents against any loss or damage, in the event the Client fails to provide suitable access to site for delivery, and or whilst working on site.
If a party is unable to perform or is delayed in performing an obligation under this Engagement (other than an obligation to pay money) because of an event beyond that party’s reasonable control (Force Majeure Event), that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event.
If a Force Majeure Event occurs:
13.1. The non-performing party must promptly give the other party notice of the event and an estimate of the non-performance and delay;
13.2. The non-performing party must take all reasonable steps to overcome the effects of the event (but this does not require the settlement of industrial disputes or other claims on unreasonable terms); and resume compliance as soon as practicable after the event no longer affects either party.
13.3. The Client must pay any reasonable additional costs for the Supplier to overcome the effects of the event including, but not limited to; returning the Suppliers team members interstate of internationally to their home town via alternative means or lost airfares or any costs in excess to normal hire car costs, (but this does not require the settlement of industrial disputes or other claims on unreasonable terms), are to be paid for by the Client.
If the Client genuinely disputes an invoice they need not pay the disputed amount until the dispute is resolved and the Client also acknowledges when they dispute an invoice they immediately forfeit any and all of the Early Payment Discount if one exists. The Client also agrees to pay any undisputed amounts by the due date.
The Supplier may edit or revoke a Proposal and/or a Letter of Engagement and/or a Subscription, at any time prior to a Written Acceptance by the Client.
Either Party may terminate this Engagement at any time on 90 days’ written notice; however, if the Client terminates this Engagement for any reason and without the Supplier committing a Material Breach, the Client acknowledges the Supplier’s resources will have been committed for the Initial Term of this Engagement and all associated Fees for the Initial Term of the Engagement become immediately due for payment, in full, regardless of whether the Supplier has completed the Engagement.
If either party commits a Material Breach and does not remedy the breach within fourteen (14) days of receiving written Notice to do so, then the other party may terminate the Engagement. If an Engagement is terminated for a Material Breach:
15.1. If an Engagement is terminated by the Supplier the Client must pay the Supplier all outstanding invoices in full, immediately, and within 7 days of request for payment, all other Fees outstanding as at the date of, or other amounts, including but not limited to; time in lieu at our Normal Daily Rate since the last invoice, arising as a result of suspension or cancellation;
15.2. The Supplier may enter the Clients Premises and remove any physical property (for example; laptops, bags, personal items), belonging to the Supplier. If the Supplier is unable to gain access to the Premises they may recover the value of their property from the Client as a debt due; and
15.3. All rights a party has accrued before suspension or cancellation continue.
The Supplier may indefinitely suspend the provision of this Engagement immediately or at any time, by notice to the Client if an administrator, receiver, liquidator or provisional liquidator is appointed to the Client, or they resolve to enter into any settlement, moratorium or similar arrangement for the benefit of their creditors, or they are insolvent.
If this Engagement is suspended for any reason:
15.4. The Client must pay the Supplier all outstanding invoices immediately, and within 7 days of request for payment, all other Fees outstanding as at the date of, or other amounts, including but not limited to; time in lieu at our standard daily rate since the last invoice, arising as a result of suspension or cancellation;
15.5. The Supplier may enter the Clients Premises and remove any physical property (for example; laptops, bags, personal items), belonging to the Supplier. If the Supplier is unable to gain access to the Premises they may recover the value (being the amount reasonably determined at the sole discretion of the Supplier) of their property from the Client as a debt due; and
15.6. All rights a party has accrued before suspension or cancellation continue.
If this Agreement is suspended or terminated for any reason, clauses; Termination, Confidentiality and Privacy, Limitation of liability and Restraints continue in full force and effect.
Confidentiality and privacy:
The contents of all documents provided by the Supplier are Proprietary Confidential and Confidential Information unless otherwise stated in the document. Documents provided by the Supplier must not be stored in locations, either electronic or physical, that allow access to colleagues or third parties other than those to whom they have been provided.
Each party must treat as Confidential Information:
16.1. The provisions and commercial information in relation to this Engagement; and
16.2. All information provided by the other party under this Agreement, including; technical, operational, pricing, business strategies, product information, customer information, vendor contracts, all associated documents and information disclosed to each party by another party concerning either party.
A party must not disclose the other party’s Confidential Information except:
16.3. To its employees, lawyers and accountants on a ‘need to know’ basis provided those persons first agree to observe the confidentiality of the information;
16.4. with the other party’s prior written consent;
16.5. If required by law, any regulatory authority or stock exchange; or
16.6. If it is in the public domain otherwise than by a breach of confidentiality by any employee, officer, agent or subcontractor of the other party.
The Supplier must keep the Confidential Information confidential and take whatever measures are reasonably necessary to preserve such confidentiality, including complying with all security measures established to safeguard Confidential Information from access or unauthorised use; keeping Confidential Information under its control; and immediately notifying the Client if the Supplier, or its employees, officers or subcontractors, suspects or is aware Confidential Information is being used, copied or disclosed without authorisation and ensure employees, officers or subcontractors do the same.
All frameworks and templates in any documents provided by the Supplier remain the property of the Supplier and are subject to copyright. The Supplier reserves all rights to these frameworks and templates.
Intellectual Property rights:
18.1. The Parties acknowledge that all Intellectual Property created specifically for Client in the performance of this Agreement shall become the sole property of Client, such title vesting automatically upon final payment to the Supplier of the Fees for the relevant Services giving rise to creation of the Intellectual Property and Intellectual Property Rights.
18.2. The Client acknowledges that all Intellectual Property in know-how and methodologies, whether pre-existing or enhanced or newly created provided or used by the Supplier whilst performing the Services, shall remain with the Supplier and/or its licensors.
18.3. The Client acknowledges that in the course of the Engagement, they may become aware of the tools, methodologies and processes used by the Supplier in in performing the Services. The Client further acknowledges that such tools, methodologies and processes shall at all times remain the intellectual property of the Supplier and the Client agrees not to disclose such intellectual property to any party for any purpose.
18.4. The Client acknowledges that damages are not a sufficient remedy for the Supplier for any breach of the undertakings in this clause, and the Supplier is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by the Client, in addition to any other remedies available to the Supplier at law or in equity.
To enable efficient recording of accurate notes and information, the Client authorises the Supplier to take notes of any meeting or presentation with the Client (which includes any questions or comments by any participant or audience member) in written, audio or visual format or any combination of these.
The Client agrees the Supplier is the owner of the notes and that the Supplier may use the notes for recall, analysis, quality assurance, education or any purpose it considers appropriate within the context of the Case, additionally the Supplier agrees to keep all such information Confidential. The Supplier is not obliged to make any recording.
Provision of Information:
The Supplier will leverage public domain information and their relationships in the market to compile information. The Supplier does not necessarily have access to management of market entities or competitors. Where appropriate and at its sole discretion, the Supplier may indicate the sources of the information provided. The Supplier has not sought to independently verify those sources unless otherwise noted. The Supplier is under no obligation to update the information provided, in either oral or written form, after the information has been issued in form unless specifically agreed in writing by a Director of the Supplier with the Client. All information provided and findings expressed by the Supplier have been formed on this basis.
Unreasonable delays by the Client in the full provision of necessary information, or documents to the Supplier including, but not limited to those listed in the Supplier’s Proposal, or access to Client personnel, or rescheduling of stakeholder meetings will result in additional costs to the Supplier. In such circumstances the Supplier reserves the right, at its sole discretion, to charge Fees at our Normal Daily Rate for any additional days commensurate with the delays caused by the Client.
Limitation of liability:
21.1. The Client hereby indemnifies the Supplier of any liability and agrees the Supplier is it not responsible for anything under any circumstances outside of the Supplier’s immediate control, known or unknown.
21.2. The Deliverables are solely for the purpose set out for the Client in the Suppliers Proposal and is not to be used for any other purpose or distributed to any other party without the prior written consent from a Director of the Supplier, except; where the Client is required to divulge the Deliverables for an audit or as part of due diligence for a company merger or acquisition, and the Supplier does not accept any responsibility arising in any way from any decisions made by the Client, or reliance by a third party, on the Deliverables. Any decisions and reliance placed on the Deliverables is that party’s sole responsibility.
21.3. All Deliverables will be prepared at the request of the Client as detailed in the Supplier’s Letter Of Engagement. Other than the Supplier’s responsibility to the Client, the Supplier does not accept any responsibility arising in any way from any decisions made by the Client, or reliance by a third party, on the Deliverables. Any decisions and reliance placed is that party’s sole responsibility.
21.4. The deliverables of the Supplier may contain forward-looking statements about industry trends or vendors, including statements that involve risks and uncertainties, anticipated customer benefits and general business outlook. When used by the Supplier, the words "anticipates", “may”, "can", "will", "look forward to", "expected" and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of the Supplier, or the vendor, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Client. The Client is hereby cautioned to not place undue reliance on forward-looking statements, which speak only as of the date they are published by the Supplier or the vendors.
21.5. If the Supplier fails to meet any of their obligations as a result of any interruption or delay to this Engagement caused by an employee of the Supplier, the Supplier’s liability is limited to re-supplying relevant services to fulfil the obligations provided the Client has paid all invoices in full.
21.6. To the extent permitted by law the Supplier excludes all warranties, rights, remedies and liability to the Client or a third party, for breach of contract, negligence or breach of any other law. For any liability which cannot lawfully be excluded, but can be limited, the Supplier’s liability is limited to re-supplying the relevant services. Notwithstanding anything else in this clause, the Supplier’s liability will be reduced to the extent the loss or damage is caused by the Client, their employees, agents or contractors.
During the Term and for a period of 24 months after the end of the Term, the Client will ensure that it will:
22.1. Not harm or do any act or thing or attempt to harm or injure in any way the reputation or standing of the Supplier or any other introduced Party;
22.2. Not interfere with or disrupt or harm the relations between the Supplier and any other introduced Party; 22.3. Not solicit the services, in any manner or capacity, of any employees or Party of the Supplier;
This Agreement is governed by the laws of New South Wales, Australia. Each Party submits to the nonexclusive jurisdiction of the courts of that place and the courts of appeal from them.
All notices and consents must be in writing and sent via email to the email address specified on the “Contact Us” page of the Supplier’s Website or the email address specified in the Letter of Engagement. Notices must only be sent by email.
The Client acknowledges that service of all documents from the Supplier will be via email to the Client’s email address, nominated by the Client in the Letter of Engagement, unless a new email address is provided by the Client and such new email address is acknowledged by return email from the Supplier. Note the Client expressly acknowledges that service is deemed to be affected immediately upon the email being sent from the Supplier.
The Letter of Engagement and Proposal may only be varied by written agreement between the parties and Notice is served accordingly by the Supplier. The Client further acknowledges that Notice will be by email to the address set out in the Letter of Engagement, unless the Client advises via email to the Supplier a new email address, and this new email address is acknowledged by return email by the Supplier.
If any clause or part of any clause is held by a court to be invalid or unenforceable, that clause or part of a clause is to be regarded as having been deleted from this Agreement and this Agreement otherwise remains in full force and effect.
Waiver of rights:
A right created by this Engagement may only be waived in writing by the Party giving the waiver, and the failure to exercise or any delay in exercising a right or remedy provided by this Engagement or by law does not waive the right or remedy. A waiver of a breach of this Engagement does not waive any other breach.
28.1. All information provided and findings expressed by the Supplier are not to be taken as fact or legal advice, and at all times the Client acknowledges they will seek independent legal advice.
28.2. The Supplier may review product roadmaps of various vendors and may provide guidance to the Client in accordance with such noting the vendors’ standard product communication policies are usually non-committal. Any resulting features and timing of release of such features as determined by these vendors’ product roadmaps are at the sole discretion of those vendors. All product roadmap information, whether communicated by the Supplier or by the vendors, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making decisions. It is intended for information purposes only.
Each Party warrants to the other that entering into and performing its obligations under this Engagement does not breach any of its contractual obligations to any other person. The Client warrants that they have not relied on any representations or warranties by the Supplier other than those in the Letter of Engagement.
Assignment and Agency:
The Client may appoint a third party to act on their behalf in relation to this Agreement with the prior written consent of the Supplier. The Supplier may withdraw their consent at any time on reasonable grounds relating to the conduct of the third party.
The Supplier shall be entitled at any time to assign its rights under these Trading Terms and Conditions to its successors, nominated transferees or assigns (including but not limited to, where applicable, personal guarantees), and that these Trading Terms and Conditions shall not be in any way affected or discharged pursuant to such an assignment.
The parties agree that each of them will be bound by the Special Conditions listed in the Letter of Engagement or the Proposal. Where there is any conflict between the Special Conditions and these Trading Terms and Conditions, then the Special Conditions will prevail.
In this Agreement:
32.1. a reference to Agreement includes this document and all its parts, includes any amendment to or replacement of them, includes an amendment or supplement to, or replacement or novation of this Agreement and includes the Schedule, a Letter of Engagement or a Proposal, which either accompanies or refers to these Trading Terms and Conditions;
32.2. a reference to an agreement other than this Agreement includes an undertaking, agreement or legally enforceable arrangement or understanding whether or not in writing;
32.3. a reference to Business Hours means between the hours of 9am to 5pm, Monday to Friday, excluding public holidays in the various states of Australia; 32.4. a reference to the Client means the Party that has signed this agreement to which the Supplier may from time to time provide Goods and/or Services; 32.5. a reference to Day means work up to a maximum of 9 hours;
32.6. a reference to Deliverable or Deliverables means the documents produced from the scope of work outlined in the Letter of Engagement;
32.7. a reference to Due Date means the date by which payment of an invoice is to be received by the Supplier;
32.8. a reference to Early Payment Discount means the discount that is applicable to an invoice only if it is defined in the Letter of Engagement and only if full payment of the nett amount of an invoice is received by the Supplier on or before the Due Date specified on the Supplier’s invoice, else the full amount of the invoice is due;
32.9. a reference to Engagement means the scope of work outlined in the Letter of Engagement;
32.10. a reference to Home Office means the Supplier’s office from which the Suppliers personnel or Contractor are based;
32.11. a reference to Letter of Engagement means the Supplier’s Letter of Engagement that has been signed by authorised personnel of the Client;
32.12. a reference to Material Breach means the same meaning as a repudiatory breach which is a breach that has a serious effect on the benefit that the innocent party would have otherwise derived from the contract;
32.13. a reference to Normal Daily Rate equals $3,600 per Day or part thereof, excluding GST and expenses;
32.14. a reference to Normal Travel Hours means between the hours of 6am and 6pm;
32.15. a reference to Notice means a notice as defined in the Clause titled; “Notices”;
32.16. a reference to a Party or Parties, includes a reference to both the Supplier and or Client and each party’s executors, administrators, successors, employees, sub contractors, permitted assigns and legal representatives;
32.17. a reference to Phase means the Phases defined in the Letter of Engagement;
32.18. a reference to Proposal means the proposal document referred to in the Letter of Engagement;
32.19. a reference to a “Related Entity” means any entity that is a “related entity” or “related body corporate” under Section 9 of the Corporations Act 2001 (Cth);
32.20. a reference to Savings means tangible reduction in costs;
32.21. a reference to the Supplier, Us, Our or We means; stratITgy;
32.22. a reference to stratITgy means stratITgy Pty Ltd, ABN: 95 136 859 919;
32.23. a reference to Subscription means an ongoing agreement for Services defined in the Proposal from the Supplier to the Client for the specified Term;
32.24. a reference to Term means 12 months from the date of the Letter Of Engagement, unless otherwise stated in the Proposal or Letter of Engagement;
32.25. a reference to Website means the website which is owned and operated by the Supplier and/or its Related Entity (but does not include any websites owned and operated by third parties which are available via link from this website);
32.26. a reference to Written Acceptance is deemed to be the receipt, via email or otherwise, by the Supplier of a signed Letter of Engagement by Notice.
32.27. a reference to any gender will be deemed to be a reference to all genders;
32.28. a reference to $ means Australian dollars;
32.29. any headings have been provided for ease of reference only and will not be used in the interpretation of this agreement;
32.30. if any provision in this agreement is held to be invalid or unenforceable in whole or in part, such provision will be severed from this agreement and the validity of any other provision in this agreement or of the remainder of the provision being severed will not be affected;
32.31. all powers, rights, remedies and authorities conferred upon each Party may be exercised on behalf of and in the name of them from time to time by any of their respective authorised solicitors or attorneys from time to time either authorised to act for them generally or in a particular case;
32.32. explanatory comments do not form part of this agreement and are not legally binding;
32.33. a reference to a clause, is a reference to a clause of this document and includes a reference to a sub-clause;
32.34. a reference to a person or entity or words denoting a person or entity includes any natural person, company, statutory corporation, partnership, joint venture, association, body, entity, board, government and any government, semi-government, statutory, public, law enforcement, municipal, local or taxation department, official. agency or authority, and any such person's successors and legal personal representatives;
32.35. a reference to “loss” or “losses” includes direct, indirect, consequential and incidental losses, and loss of revenue, loss of profits and loss of opportunity;
32.36. a reference to “claims” includes any claim, demand, suit, litigation, award, order or judgement;
32.37. a reference to a statute includes subordinate legislation in force under it, includes code or other law, includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
32.38. terms used that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given in that Act, unless the context makes it clear that a different meaning is intended;
32.39. the singular includes the plural, and vice versa; and words importing the singular will import the plural and vice versa;
32.40. a reference to “includes”, “including” and similar expressions shall not imply any limitation whatsoever;
32.41. “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation.
stratITgy Pty Ltd
ABN 95 136 859 919, ACN 136 859 919
1300 stratITgy (1300 787 284)
Level 40, 100 Miller St, North Sydney 2060 AU
Latest Revision: 1 March 2020