Terms Of Engagement
1. Interpretation
This agreement is governed by the laws of New South Wales and the Parties agree that any proceedings shall be filed in the Sydney Registry and shall be heard in the courts of New South Wales.
In the interpretation of this agreement:
a) The Parties means Be Business Pty Ltd and its related entities ("Be Business") and the Client engaging Be Business services.
b) Agreement means these Standard Terms together with any accepted proposal, booking confirmation, session booking, advisory engagement, invoice, payment, session brief, email correspondence or other written communication relating to the engagement of Be Business by the Client.
c) Confidential Information means all information, in whatever form, concerning the business, affairs, operations, finances, customers, suppliers or activities of either Party or any related entity that is likely to damage the interests of that Party if disclosed to a third party, but does not include information that:
i. is in the public domain other than through a breach of this agreement;
ii. was lawfully known by the receiving Party prior to disclosure; or
iii. is required to be disclosed by law or court order.
2.Confidentiality
a) The Parties agree to keep confidential any confidential information and not disclose to any, except as required by law or an order of a court.
b) This obligation shall survive the termination or expiry of this agreement.
3.Intellectual Property
The Client agrees to respect all copyrights and trademarks on all tools, templates and all other intellectual property supplied directly or indirectly to the participant by Be Business, its coaches, consultants, contractors, advisors and employees. The Client agrees to not distribute any Be Business intellectual property to any third parties for any commercial or non-commercial purposes without specific written permission and approval from Be Business.
4.Non-solicitation
a) The Client agrees that Be Business invests heavily in the selection and training of its employees and associates.
b) During the term of this agreement and for twelve (12) after its termination or expiry, if the Client wishes to make an offer of employment to a Be Business employee or associate, or engage a Be Business consultant directly, the Client must seek the written consent of Be Business before an offer is made to the staff member or consultant.
c) Where Be Business agrees to release a staff member or consultant to accept an offer of employment or engagement from the Client, Be Business requires a fee of 25% of the employee’s offered annual salary or consultant’s first year fee.
5. Strategic Advisory Services
a) Be Business provides strategic commercial advisory services drawing on the experience, judgement and expertise of its advisors.
b) Strategic Clarity Sessions and other advisory engagements are designed to assist Clients in evaluating opportunities, understanding implications, considering alternatives and making more informed business decisions.
c) Be Business will exercise reasonable care, skill and diligence in the provision of its services.
d) The Client acknowledges that business decisions involve uncertainty and that outcomes depend upon numerous factors beyond the control of Be Business.
e) While Be Business provides experienced commercial perspective and guidance, responsibility for all business decisions, actions and implementation remains with the Client.
6. Scope of Strategic Clarity Sessions
Unless otherwise agreed in writing, Strategic Clarity Sessions and advisory engagements are limited to the provision of strategic and commercial perspective, discussion and guidance.
Session fees do not include:
a) implementation or execution services;
b) project management;
c) preparation of reports, business plans or other documents;
d) attendance at additional meetings;
e) follow-up consulting work; or
f) detailed research beyond the information supplied by the Client.
Any additional services requested by the Client may be quoted and engaged separately.
7. Fees and Payment
a) Fees for Strategic Clarity Sessions and advisory engagements will be advised prior to commencement of the engagement.
b) Unless otherwise agreed, payment is required prior to the commencement of a Strategic Clarity Session.
c) Additional work requested by the Client may incur additional fees.
d) All fees are exclusive of GST unless otherwise stated.
8. Limitation of Liability
a) In the event of any breach of this agreement, Be Business may elect to rectify the issue or refund the cost of the non-conforming service.
b) Be Business will exercise reasonable care, skill and diligence in providing its services.
c) To the maximum extent permitted by law, Be Business shall not be liable for any indirect, consequential or special loss, including loss of profits, business opportunities, goodwill or consequential damages arising from the provision of services under this agreement.
d) Where liability cannot be excluded by law, the maximum liability of Be Business shall be limited to the fees paid by the Client for the relevant engagement.
e) Nothing in this agreement excludes any rights or remedies which cannot lawfully be excluded under applicable legislation.
9. No Guarantee of Outcomes
a) Be Business provides strategic, commercial and advisory guidance based on the information available at the time of the engagement.
b) Be Business does not guarantee any specific business, commercial, financial, investment or transaction outcome.
c) The Client acknowledges that recommendations may be based upon information supplied by the Client and that business outcomes depend upon numerous factors beyond the control of Be Business.
d) The Client remains responsible for assessing and implementing any actions arising from discussions, recommendations or advisory engagements.
10.Dispute resolution
a) The Parties agree that in the event of a dispute, they will attempt to resolve the issue firstly by negotiation.
b) If the Parties fail to resolve the matter by negotiation, the Parties agree to attempt to settle the matter by mediation.
c) The Parties agree that only when negotiation and mediation have failed to resolve the matter, they may commence proceedings.
d ) Provided that the dispute does not prevent performance, the Parties agree that Be Business will continue to provide the services and under this agreement pending resolution of the dispute.
11. Relationship of the Parties
The Parties acknowledge that this agreement is intended as a contract of service and not any other relationship and, in particular, not the relationship of employer and employee, Client and agent or the relationship of partnership.
12.Termination
This agreement may be terminated by either party by providing Thirty (30) days’ written notice.
13.General
a) Force Majeure. Neither party shall be liable for any loss, damage, or penalty arising from delay due to causes beyond its reasonable control.
b) Entire Agreement. This document represents the agreement between the Parties in its entirety.All prior representations, statements or understandings, whether written or verbal, are superseded by this agreement.
c) Severability. In the event of any clause or term of this agreement being found to be unenforceable or invalid, the remainder of this agreement will remain enforceable and valid.
d) Counterparts. This agreement may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument and the date of the agreement will be the date on which it is executed by the last party.
Contact:
Be Business Pty Ltd
1300 987 567