TFA Terms of Engagement
Effective Date: 1 January 2025Terms of Engagement
Standard Purchase Order (PO) Terms and Conditions (T&Cs) binding our client engagements.
1. Introduction
These Standard Terms of Engagement ("Terms") govern all professional services provided by ThinkFresh! Advisory ("we," "us," "our," "TFA" or "ThinkFresh!") to the client identified in the accompanying Statement of Work or Engagement Letter ("you," "your," or "Client"). Together with the applicable Engagement Letter or Statement of Work ("SOW"), these documents form the complete agreement between us ("Agreement").
2. Our Services
2.1 Scope of Services
We will provide the specific services described in the SOW ("Services"). Any changes to the scope must be agreed in writing by both parties.
2.2 Our Approach
We will:
• Perform the Services with due care, skill, and diligence.
• Assign appropriately qualified personnel to deliver the Services.
• Tailor our approach to your specific requirements and circumstances.
• Provide regular updates on progress as specified in the SOW.
2.3 Limitations
Our Services do not include:
• Legal, tax, accounting, or investment advice unless explicitly stated in the SOW.
• Implementation of recommendations unless specifically included in the SOW.
• Responsibility for any third-party services, even if recommended by us.
2.4 Performance Review
We will conduct periodic reviews of performance against agreed deliverables, as specified in the SOW. You may be required to provide feedback and participate in review meetings to assess progress.
3. Your Responsibilities
3.1 Cooperation and Information
You agree to:
• Provide timely, accurate, and complete information necessary for the Services.
• Make relevant personnel available for meetings, interviews, and reviews.
• Designate a primary contact person with decision-making authority.
• Disclose any constraints or factors that may impact the Services.
3.2 Use of Deliverables
You are responsible for assessing the suitability of our deliverables for your business and for any decisions made based on them.
4. Fees and Payment
4.1 Fee Structure
Fees for the Services will be structured as outlined in the SOW and may include:
• Fixed fee arrangements.
• Time and materials (hourly/daily rates).
• Retainer arrangements.
• A combination of the above.
4.2 Expenses
Unless otherwise specified in the SOW, reasonable expenses will be charged at cost. Expenses exceeding $5,000 individually require prior approval.
4.3 Payment Terms
• Invoices will be issued as specified in the SOW.
• Payment is due within 30 days of the invoice date.
• Interest on overdue amounts will be charged at 1.5% per month.
• Fees exclude GST and VAT, which will be added where applicable.
5. Intellectual Property
5.1 Ownership
• Pre-existing intellectual property remains with its respective owner.
• Upon full payment, you own all rights to the deliverables created specifically for you, except for:
o Our pre-existing materials.
o Our methodologies, tools, and frameworks.
5.2 AI-Generated Content
If we use AI in the provision of services or deliverables, we will disclose its use. You acknowledge that AI-generated outputs are not guaranteed to be free from third-party rights.
6. Confidentiality & Data Protection
6.1 Confidentiality
Both parties agree to:
• Keep confidential information strictly confidential.
• Use confidential information solely for the engagement's purposes.
• Return or destroy confidential information upon request.
6.2 Data Security & Privacy
We will comply with applicable privacy laws, including GDPR and Australian Privacy Laws, in handling personal information.
7. Insurance
We maintain professional indemnity and general liability insurance. You may request proof of insurance coverage upon written request. Clients engaging us must also maintain appropriate insurance coverage for their operations.
8. Limitation of Liability
8.1 Cap on Liability
Our total aggregate liability for all claims is limited to the fees paid for the specific Services giving rise to the claim.
8.2 Exclusions
We are not liable for:
• Indirect, consequential, or special damages.
• Loss of profits, business, or data.
• Third-party claims against you unless specified in the SOW.
• Damages arising from your failure to provide accurate information.
8.3 Time Limitation
Any claim relating to the Services must be brought within 12 months after the completion of the Services.
9. Compliance & Ethics
9.1 Anti-Bribery & Modern Slavery
You and we agree to comply with all applicable anti-bribery, anti-corruption, and modern slavery laws, including the Australian Modern Slavery Act.
9.2 Business Continuity
Both parties should maintain a business continuity plan to mitigate risks of disruption.
9.3 Right to Terminate for Reputational Risk
We reserve the right to terminate this agreement immediately if you engage in actions that could damage our reputation or integrity.
10. Term and Termination
10.1 Term
The Agreement begins on the date specified in the SOW and continues until the Services are completed or terminated.
10.2 Termination
Either party may terminate with:
• 30 days’ written notice for convenience.
• Immediate effect for material breach, insolvency, reputational harm, or ethical violations.
10.3 Payment Upon Termination
Upon termination, you will pay for:
• All Services performed up to the termination date.
• Any non-cancellable expenses incurred.
10.4 Survival
Confidentiality, intellectual property, payment, and limitation of liability provisions survive termination.
11. General Provisions
11.1 Independent Contractor
We are an independent contractor, not your employee, partner, or agent.
11.2 Non-Solicitation
Neither party will directly solicit the other’s employees for six months post-engagement without prior consent.
11.3 Force Majeure
Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, pandemics, or civil unrest.
11.4 Governing Law
This Agreement is governed by the laws of Victoria, Australia.
11.5 Dispute Resolution
Parties will attempt to resolve disputes in good faith before pursuing legal remedies.
11.6 Notices
Notices must be in writing and sent via email, certified mail, or courier to the addresses in the SOW.
12. Acceptance
By signing a SOW or allowing us to begin Services, you agree to these Terms.
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