Standard Terms of Engagement

These Standard Terms apply to every engagement of Eran Sion (the Consultant) by a client (the Client). Together with a signed Engagement Schedule they form the agreement between the Consultant and the Client (the Agreement).

1. 1. How these terms work

   1. 1.1

      Each engagement is described in an Engagement Schedule signed by both parties. The Schedule sets out the scope, deliverables, dates, fees and any engagement-specific terms.

   2. 1.2

      If the Schedule and these Standard Terms conflict, the Schedule prevails, but only for that engagement.

   3. 1.3

      The version of these Standard Terms that applies is the one named in the Schedule. Later versions published by the Consultant do not change a signed engagement unless both parties agree in writing.

2. 2. The services

   1. 2.1

      The Consultant will provide the services described in the Schedule (the Services) with reasonable care and skill.

   2. 2.2

      Work outside the scope in the Schedule is not included. Either party may request a change to the scope. A change takes effect only when both parties agree it in writing, including any change to fees or dates. Email is sufficient.

   3. 2.3

      The Client makes all business decisions, including whether to bid, what to sign, what to negotiate and what to accept. The Consultant provides advice and materials to inform those decisions.

3. 3. Commercial advice, not legal advice

   1. 3.1

      The Consultant is not a lawyer, accountant, financial adviser or insurance broker, and does not provide legal, accounting, tax, financial or insurance advice.

   2. 3.2

      Where the Consultant drafts or proposes contract wording, scopes, schedules or other documents, these are commercial proposals intended to reflect the Client's commercial position. They are not legal advice about the meaning, effect or enforceability of that wording.

   3. 3.3

      The Consultant recommends that the Client obtain independent legal advice on any contract or wording before relying on it or signing it. Whether to obtain that advice is the Client's decision, and the Client is responsible for that decision.

4. 4. The Client's responsibilities

   1. 4.1

      The Client will provide information, documents, access to people and decisions reasonably needed for the Services, in time for the Consultant to meet agreed dates.

   2. 4.2

      The Consultant may rely on information the Client provides as accurate and complete, and is not responsible for consequences of information that is inaccurate, incomplete or late.

   3. 4.3

      Where the Client's delays affect agreed dates, those dates move accordingly.

5. 5. Fees, expenses and payment

   1. 5.1

      Fees are as set out in the Schedule, as a fixed fee, an hourly or daily rate, or a monthly retainer.

   2. 5.2

      For a monthly retainer, the Schedule states the hours included. Unused hours do not carry over to the next month unless the Schedule says otherwise. Hours beyond the retainer require the Client's prior approval and are charged at the rate in the Schedule.

   3. 5.3

      Expenses are charged only if the Client approves them in advance, and at cost.

   4. 5.4

      The Consultant will invoice as set out in the Schedule. The Client will pay each invoice within the period stated in the Schedule, or 14 days if none is stated, in the currency stated in the Schedule.

   5. 5.5

      If an invoice is overdue by more than 14 days, the Consultant may pause the Services after giving written notice until it is paid.

6. 6. Tax

   1. 6.1

      The Consultant is not resident in Australia and is not registered for Australian GST. Fees do not include GST.

   2. 6.2

      The Consultant is not carrying on an enterprise in Australia and does not hold an ABN. On request, the Consultant will provide a completed Statement by a Supplier so that the Client is not required to withhold tax for the absence of an ABN.

   3. 6.3

      Each party is responsible for its own taxes. The Consultant will issue invoices that comply with the tax requirements of the Consultant's country of residence.

7. 7. Independent contractor

   1. 7.1

      The Consultant is an independent contractor. Nothing in the Agreement creates employment, partnership, agency or joint venture.

   2. 7.2

      The Consultant decides how, when and where the Services are performed, consistent with the Schedule, and provides the Consultant's own equipment.

   3. 7.3

      The Consultant has no authority to sign documents, make commitments or communicate with third parties on the Client's behalf unless the Schedule or the Client authorises it in writing.

8. 8. Confidentiality

   1. 8.1

      Each party will keep the other's confidential information confidential and use it only for the engagement.

   2. 8.2

      This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law. A party may disclose confidential information to its professional advisers and insurers on a confidential basis.

   3. 8.3

      The Consultant will not name the Client as a client, or describe the engagement publicly, without the Client's written consent.

   4. 8.4

      These obligations continue for three years after the engagement ends. Either party may ask the other to return or destroy its confidential information at the end of the engagement, subject to records the party must keep by law.

9. 9. Intellectual property

   1. 9.1

      Once the relevant fees are paid, the Client owns the deliverables produced specifically for it under the Schedule.

   2. 9.2

      The Consultant keeps ownership of everything the Consultant owned or developed independently of the engagement, including methods, templates, checklists, tools and know-how, and general skills and experience gained during the engagement. To the extent these are included in a deliverable, the Consultant grants the Client a perpetual, non-exclusive licence to use them as part of that deliverable for its own business.

10. 10. Conflicts of interest

    1. 10.1

       The Consultant advises both suppliers and buyers. Before accepting an engagement, the Consultant checks that it does not put the Consultant on the other side of a matter from an existing client.

    2. 10.2

       If a conflict arises during an engagement, the Consultant will tell the Client promptly, to the extent confidentiality obligations to others allow, and either party may end the engagement under clause 12.

11. 11. Liability

    1. 11.1

       The Consultant does not guarantee any outcome, including winning a tender, achieving a negotiated position, recovering any amount or avoiding any dispute.

    2. 11.2

       To the extent permitted by law, the Consultant's total liability arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid by the Client for that engagement in the 12 months before the claim arose.

    3. 11.3

       To the extent permitted by law, neither party is liable for loss of profit, revenue, opportunity or data, or for any indirect or consequential loss.

    4. 11.4

       Nothing in the Agreement excludes rights that cannot be excluded under the Australian Consumer Law. Where the law allows liability for a breach of a consumer guarantee to be limited, the Consultant's liability is limited to supplying the Services again or paying the cost of having them supplied again.

12. 12. Ending an engagement

    1. 12.1

       Either party may end an engagement by written notice of the period stated in the Schedule, or 14 days if none is stated.

    2. 12.2

       Either party may end an engagement immediately by written notice if the other party materially breaches the Agreement and does not remedy the breach within 10 business days of being notified of it.

    3. 12.3

       On ending, the Client will pay for Services performed and approved expenses incurred up to the end date. For a fixed fee, this is a fair proportion of the fee reflecting work completed. Clauses 3, 5, 6, 8, 9, 11, 13, 14 and 15 continue to apply.

13. 13. Privacy

    1. 13.1

       Each party will handle personal information it receives in connection with the engagement in accordance with privacy laws that apply to it.

    2. 13.2

       The Consultant works remotely and stores engagement documents with reputable cloud providers that may hold data outside Australia. The Client should tell the Consultant if any information it provides requires particular handling.

14. 14. Disputes

    1. 14.1

       If a dispute arises, the parties will first try to resolve it by discussion between the people who signed the Schedule.

    2. 14.2

       If it is not resolved within 20 business days, either party may refer it to mediation before starting court proceedings, except where urgent relief is needed.

    3. 14.3

       The Agreement is governed by the law stated in the Schedule, or the law of Victoria, Australia if none is stated, and the parties submit to the non-exclusive jurisdiction of the courts of that place.

15. 15. General

    1. 15.1

       The Agreement is the entire agreement for the engagement and replaces earlier discussions about it.

    2. 15.2

       Changes to the Agreement must be in writing and agreed by both parties. Email is sufficient.

    3. 15.3

       Neither party may assign the Agreement without the other's written consent.

    4. 15.4

       Notices may be given by email to the addresses in the Schedule.

    5. 15.5

       The Schedule may be signed electronically and in counterparts.

    6. 15.6

       If any provision is unenforceable, it is read down or severed and the rest of the Agreement continues.