CLIENT TERMS

• This Agreement will apply to all the Client’s dealings with Candour Strategy, including being incorporated in all agreements, quotations or orders under which Candour Strategy is to provide services to the Client (each a ‘Client Form’) together with any additional terms included in such Client Form (provided such additional terms are recorded in writing).
• The Client will be taken to have accepted this Agreement if the Client accepts a Client Form, or if the Client orders, accepts or pays for any services provided by Candour Strategy after receiving or becoming aware of this Agreement or these Client Terms.
• In the event of any inconsistency between these Client Terms and any Client Form, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in a Client Form) will prevail over these Client Terms to the extent of any inconsistency.

• This agreement commences on the Commencement Date and will continue for the Initial Term and any Renewal Terms pursuant to clause (b) unless terminated in accordance with its terms (the Term).
• Upon expiration of the Initial Term, this agreement will automatically renew for successive one (1) month terms (each a Renewal Term) unless either party provides written notice that the agreement should not automatically renew with thirty (30) days’ notice prior to the expiration of the Initial Term or the then-current Renewal Term.
• For each Initial Term or Renewal Term, Candour Strategy will provide at least thirty (30) days’ notice to the Client that the Term will expire soon and a Renewal Term will then begin.

• In consideration for the payment of the fees set out in the Client Form (Fees), Candour Strategy will provide the Client with the services set out in a Client Form (Services).
• Unless otherwise agreed in writing, Candour Strategy may, in its discretion:
  • not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and
  • withhold delivery of Services until the Client has paid an invoice in respect of any Services, including invoices for previous Services that have already been provided.

• All information provided by Candour Strategy as part of the Services is general information.
• This information is based on information you provide to Candour Strategy.
• No information provided as part of the Services is intended to be legal or financial advice of any kind and it should not be relied on as such.
• You should obtain specific financial, legal or other professional advice before relying on the Services. By not seeking such advice, you accept the risk that the information provided as part of the Services may not meet the specific needs of your business.

• All information provided as part of the Services is an opinion only, based on Candour Strategy’s experience and best industry practice at the time of the Services.
• Candour Strategy does not guarantee any particular outcome, or any particular decision from any authority on any issue, if the Client relies on the Services.

• Candour Strategy may use tools and frameworks as a part of the Services. The tools and frameworks used in Services are in a constant state of development and change and, because of this, Candour Strategy cannot guarantee that a particular tool or framework is the single best for a particular situation.
• The Client may also provide tool or framework recommendations and the parties may decide to use an alternate tool or framework as agreed from time to time.

• Candour Strategy’s ability to perform its obligations under this agreement may be dependent on the Client or its personnel fulfilling their obligations.
• To the extent that the Client or its personnel does not fulfil their obligations under this agreement, then (without prejudice to Candour Strategy rights and remedies) Candour Strategy will be relieved of its obligations to the Client to the extent that, and only for so long as, Candour Strategy is prevented from performing the Services in accordance with this agreement, and Candour Strategy will not be liable for any loss, damage, cost or expense suffered by the Client arising out of or relating to the aforementioned.

• During fortnightly meetings, the Client agrees to actively participate with full focus and honesty. The Client acknowledges that open and transparent communication is essential for addressing key issues effectively. Candour Strategy will provide a supportive and non-judgmental environment to facilitate these discussions.
• The Client agrees to maintain openness and transparency throughout the consultancy process. Candour Strategy commits to providing a judgment-free space where all discussions can occur freely and constructively.
• The Client acknowledges that achieving growth and desired outcomes requires consistent effort. The Client agrees to dedicate sufficient time each week to complete agreed-upon tasks and assignments to ensure progress toward their goals.
• The Client agrees to approach the consultancy process with an open mind and a willingness to learn and grow. The Client understands that change requires adaptability and receptiveness to new ideas, strategies, and feedback provided by the consultant.

• The Client must provide Candour Strategy with all documentation, information and assistance reasonably required for Candour Strategy to perform the Services, including where required attending reasonable meetings relating to the Services.
• The Client agrees to liaise with Candour Strategy as it reasonably requests for the purpose of enabling Candour Strategy to provide the Services.
• The Client agrees to use their best commercial efforts to adhere to any timelines reasonably provided by Candour Strategy in the provision of the Services and acknowledges and accepts that where such timelines are not adhered to, the outcome of the Services may be impacted.

The Client warrants that it will not by receiving or requesting the Services, or during receiving or requesting the Services, or otherwise during any Term:

• breach any applicable laws, rules and regulations (including any applicable privacy laws and any relevant industry codes) (Laws);
• do anything which may cause Candour Strategy to breach any Law;
• breach the direction of any government department or authority; or
• infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

The Client warrants that all information, documentation and other Material (defined in clause 14) it provides to Candour Strategy for the purpose of receiving the Services, including financial records and information regarding its systems, procedures and all other materials relating to compliance, is complete, accurate and up-to-date.

The Client releases Candour Strategy from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by the Client being incomplete, inaccurate or out-of-date.

• In the course of Candour Strategy performing the Services, the parties may agree a schedule for providing Services and/or Milestones, including estimated dates of completion, deadlines or schedules (Schedules).
• Candour Strategy will use its best efforts to meet these Schedules, however these are subject to change if unforeseen complexities arise. In these cases, Candour Strategy will use its best efforts to minimise the impact of such changes.
• Candour Strategy reserves the right to revise Schedules in the event that a delay is caused by the Client’s failure to:
  • provide timely feedback or other information or Materials reasonably requested by Candour Strategy in order to perform the Services;
  • attend reasonable meetings or appointments in relation to the Services;
  • otherwise fail to comply with clause 5.1 of this agreement.
• Where Schedules are revised under the above clause 7(c) such that it is no longer possible, in Candour Strategy’s reasonable opinion, to complete the Services or Milestones prior to the end of the agreed Term, Candour Strategy will not be liable for completion of the Services and will not be required to provide any Services following the end of the agreed Term.

The Client must pay to Candour Strategy fees in the amounts and at the times set out in the Client Form or as otherwise agreed in writing.

Unless otherwise agreed in the Client Form or in writing:

• if Candour Strategy issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and
• in all other circumstances, the Client must pay for goods and services within 7 days of receiving an invoice for amounts payable.

The Client must pay Fees using the fee payment method specified in the Client Form.

Unless otherwise agreed in writing:

• the Client will bear all travel & accommodation expenses reasonably incurred by Candour Strategy in connection with the Services or a Client Form; and
• any third-party costs incurred by Candour Strategy in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Client Form.

If the Client fails to pay any amounts due to Candour Strategy under an invoice by the specified due date, Candour Strategy retains the right, without limiting any other rights under this Agreement, to charge the Client interest at a rate of 10% per annum on the outstanding amount. However, before applying this interest, Candour Strategy will provide the Client with a written notice giving an additional 7 days to complete the payment. If payment is still not received by the end of this 7-day grace period, interest will accrue from the expiration of that period until the date the full payment is received by Consultant.

Unless otherwise indicated, amounts stated in a Client Form do not include GST. In relation to any GST payable for a taxable supply by Candour Strategy, the Client must pay the GST subject to Candour Strategy providing a tax invoice.

Candour Strategy reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

• The Client must pay additional service fees for changes to Services requested by the Client which are outside the scope set out in the relevant Client Form. For example, this may include the deployment of a Full-Time Resource to support the Client’s business (Changes).
• Unless otherwise agreed in writing, Candour Strategy may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.

Unless otherwise agreed in writing:

• all displays or publications of any deliverables provided to the Client as part of the Services must, if requested by Candour Strategy, bear an accreditation and/or a copyright notice including Candour Strategy’s name in the form, size and location as directed by Candour Strategy; and
• Candour Strategy retains the right to describe the Services and reproduce, publish and display the deliverables in Candour Strategy’s portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services and deliverables in connection with such uses.

• If Candour Strategy is required to acquire goods or services supplied by a third party, the Client may be subject to the terms and conditions of that third party (‘Third Party Terms’).
• Provided that Candour Strategy has notified the Client of such Third Party Terms and provided the Client with a copy of those terms, the Client agrees to any Third Party Terms applicable to any goods or services supplied by a third party that the Client or Candour Strategy acquires as part of providing the goods or services and Candour Strategy will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

• During the Restrain Period, the Client and its Personnel must not, without Candour Strategy’s; prior written approval:
  • undertake work that is competitive with any business or activity carried on by Candour Strategy;
  • undertake work that conflicts or potentially conflicts with Candour Strategy’s obligations under this agreement;
  • canvass, solicit, approach, interfere, or entice away, or attempt to canvass, solicit, approach, interfere, or entice away, any employees of Candour Strategy to leave their employment or engagement with Candour Strategy (or its related bodies corporate); or
  • employ or engage (or be knowingly involved in either employing or engaging) any officer, employee, contractor, client, customer or supplier of Candour Strategy, which the Client had any contact with during the Term.
• For the purposes of this agreement:
  • “Restraint Period” means:
    (A) twelve months from the date when this agreement terminates for any reason; and
    (B) six months from the date when this agreement terminates for any reason; and
    (C) the Term.

• Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
• This clause 12 does not apply to:
  • information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);
  • information required to be disclosed by any law; or
  • information disclosed by Candour Strategy to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.

• The Client grants to Candour Strategy (and its subcontractors, employees and agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any part of the Services.
• The Client:
  • warrants that Candour Strategy’s use of Client Content as contemplated by this Agreement will not infringe any third-party Intellectual Property Rights; and
  • will indemnify Candour Strategy from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or a claim of such an infringement.

All Developed IP will be solely and exclusively owned by the Client.

• Candour Strategy grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use Candour Strategy IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services.
• Unless otherwise agreed in writing by Candour Strategy or in this clause 14.3, the Client will not acquire Intellectual Property Rights in any Consultant IP under this Agreement or as part of receiving the Services.

• Candour Strategy may use or provide certain tools, frameworks, plans, examples as a part of the Services for which the Intellectual Property Rights are not owned by Candour Strategy, but which are publicly available (Publicly Available IP).
• Candour Strategy cannot and does not extend a licence for the Client to use any Publicly Available IP and, where the Client wishes to use such Publicly Available IP beyond it’s context as a part of the Services, the Client must acquire it’s own licence to use such Publicly Available IP.

For the purposes of this Agreement:

• “Client Content” means any Material supplied by the Client to Candour Strategy under or in connection with this Agreement, including any Intellectual Property Rights attaching to that Material.
• “Consultant IP” means all Material owned or licensed by Candour Strategy that is not Developed IP and any Intellectual Property Rights attaching to that Material.
• “Developed IP” means the Material produced by Candour Strategy in the course of providing the Services, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to that Material.
• “Publicly Available IP” means the Material used by Candour Strategy as a part of the Services for which the Intellectual Property Rights are owned by a third-party.
• “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this Agreement.
• “Material” means tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.

• To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
• Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

• To the maximum extent permitted by law and subject to clause 16.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by the Client to Candour Strategy in the 3 months preceding the date of the event giving rise to the relevant liability.
• Clause 16.1(a) does not apply to the Client’s liability in respect of loss or damage sustained by Candour Strategy arising from the Client’s breach of:
  • breach of third party intellectual property rights;
  • clause 14; and
  • clause 12.

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by Candour Strategy, except:

• in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
• to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

Candour Strategy may subcontract any aspect of providing the Services.

• Either party may end this agreement for no reason, by providing notice to the other party.
• This agreement will end 30 Calendar days after the day the notice is sent (the End Date).
• On the End Date, Candour Strategy will provide an invoice to the Client for:
  • any Fees for Services already performed up to the End Date (including Services performed to prepare not yet completed deliverables);
  • any pre-approved third party costs Candour Strategy has incurred on the Client’s behalf up to the End Date; and
  • if terminated by the Client, Candour Strategy’s pre-estimated genuine losses as a result of the Client ending this agreement, being Candour Strategy’s lost net profit and reasonable wasted costs,
    (together, the Outstanding Amounts)
• The Client will pay the Outstanding Amounts to Candour Strategy within a further 10 Calendar days after the End Date, unless otherwise agreed in a written payment plan between the parties.
• Once the Outstanding Amounts have been paid, Candour Strategy will hand over any completed deliverables.
• If Candour Strategy terminates this agreement pursuant to this clause, Candour Strategy will make reasonable efforts to handover the remaining scope of Services to the Client, so the Client can source an alternative provider.

• If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.
• The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.
• The other party will have 10 Calendar days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).
• After the Rectification Period, the Notifying Party will:
  • if the Breach has been successfully rectified, notify the other party that the agreement will continue; or
  • if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).
• Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed.
• Any disputes regarding termination under this clause must be dealt with in accordance with clause 18. The indemnities, warranties and liability caps in clause 16 will apply to any disputes and resulting claims. Any pre-estimated losses in clause 18.1 will not limit or otherwise effect Candour Strategy’s rights under this agreement, at law or otherwise in equity; Candour Strategy’s losses resulting from the Client’s breach are likely to far exceed its losses resulting from termination for the Client’s convenience.

If this agreement ends, in addition to the specific consequences set out in clause 18.1 or 18.2 (as applicable), the parties will:

• return all property and Confidential Information to the other party;
• comply with all obligations that are by their nature intended to survive the end of this agreement; and
• stop using any materials that are no longer owned by, or licensed to, them when this agreement ends in accordance with clause 14.

• If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
• The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).
• The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
• If mediation does not resolve the issue, the parties must:
  • if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and
  • based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.
• The parties will follow the binding outcome of arbitration (or other agreed mechanism).
• Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
• The process in this clause does not apply where a party requires an urgent injunction.

• Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Client Form and the email’s subject heading must refer to the name and date of this agreement.
• If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
• The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

• A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
  • act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
  • strike or other industrial action;
  • war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
  • decision of a government authority in relation to COVID-19, or other epidemic or pandemic,
    to the extent the occurrence affects the Affected Party’s ability to perform the obligation.
• If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
  • reasonable details of the Force Majeure Event; and
  • so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
• Subject to compliance with clause 21(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
• The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

This agreement may only be amended in accordance with a written agreement between the parties.

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

• (singular and plural) words in the singular includes the plural (and vice versa);
• (gender) words indicating a gender includes the corresponding words of any other gender;
• (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
• (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
• (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
• (headings) headings and words in bold type are for convenience only and do not affect interpretation;
• (includes) the word “includes” and similar words in any form is not a word of limitation;
• (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
• (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed upon in writing.