This is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide.
“Client” or “you” means the entity acquiring goods or services from us in the Engagement Letter.
“Engagement Letter” means this document, which includes the Terms and Conditions, schedules, and annexures set out herein.
“Services” means the scope of the services specified in the Proposal, Engagement Letter, or as varied in
accordance with these Terms and Conditions.
Purpose, Scope and Output of the Engagement
Leanne Elich Consulting will provide professional services at your request. We will provide you with services that are by relevant professional and ethical standards. The details of the services offered in this agreement are detailed herein.
Unanticipated Services
Only the services listed in the attached schedules are included within the scope of our instructions. If there is additional work that you wish us to carry out that is not listed in the schedule, any further work will be quoted to you before the commencement of said additional work. Once the scope of the additional work is agreed upon, we will issue an additional or updated letter of engagement and ask you to sign the new agreement before we commence the new work.
Furthermore, the client will agree that if an unanticipated need arises, this additional work will be performed only after arriving at a mutually agreed-upon price and a Change of Service Request is accepted with a digital signature.
Period of Engagement
This engagement starts on the Proposal commencement date and is valid until it’s ended by mutual agreement or superseded by a newer engagement.
Ownership of Documents
All original documents obtained from the client arising from the engagement shall remain the property of the client. However, we reserve the right to make a reasonable number of copies of the original documents for our records.
All software, documentation and other materials comprised in the Deliverables that were in existence prior to the date of this estimate, together with any device, programming, documentation, media or other materials used as a programming tool by Leanne Elich Consulting in the development of the Deliverables, proprietary to Leanne Elich Consulting and not designed primarily for use or used primarily in conjunction with the Deliverables together with all intellectual property rights in such “Pre-Existing Materials”, shall remain the property of Leanne Elich Consulting.
Client Responsibilities and Warranties
Information acquired by us during this engagement is subject to strict confidentiality requirements. We will not disclose that information to other parties except as required to provide the Services, as allowed by law, or with your express written consent.
The client and Leanne Elich Consulting will each establish a single point of contact for their respective teams. All decisions, including approvals and scope changes, will be made through these two individuals. The client’s point of contact will be its designated Project Acceptor.
If obtaining a sign-off is delayed due to delays caused by the client team and not due to non-performance by Leanne Elich Consulting, costs may increase, and the timeline may be extended. The client is responsible for this.
The costs included have been based on the information supplied by the client and the stated deliverables. All outside expenses, including but not limited to travel and lodging per day, shipping, supplies, and rental equipment, are not included in the Fixed Price and will be billed to the client in addition to the fixed monthly price in arrears.
If the scope of the project changes from the specifications agreed upon, or Leanne Elich Consulting is required to provide additional services not described in the project plan (i.e. additional reviews), such changes will be documented in a Change Request and may impact timing and costs. The Change Request will require sign-off by the Project Acceptor before work described therein can commence. Leanne Elich Consulting will invoice the client for the total cost of the change request.
The project depends on the close involvement of the client’s internal teams to provide input, review and approve deliverables in progress, and be available for presentations and conference calls throughout the engagement. The client will also be responsible for obtaining the necessary involvement of additional business stakeholders as appropriate and collating their feedback.
You agree that we are entitled to rely on the accuracy and completeness of any information you provide us under this agreement to provide our services to you. Leanne Elich Consulting accepts no liability or responsibility for any loss, damage, claim or expense that you may suffer as a result of you providing us with inaccurate, incomplete, incorrect, out of date or untimely particulars and information, and you waive and release us from any and all such liability.
You agree to pay Leanne Elich Consulting the Fees in accordance with the Billing Schedule set out in this
agreement. You warrant that you have not relied on any representations or warranties made by Leanne Elich Consulting concerning the Services that have not been expressly set out in this agreement.
The client will be responsible for providing Leanne Elich Consulting with pre-approved electronic files as required. In addition, the client will be responsible for ensuring they have all necessary rights and licenses to such assets.
The client will be responsible for factual accuracy and legal approval of all content. The textual content will be grammar/spell-checked and approved by the client before being integrated into any Deliverable. The client will manage and coordinate with Leanne Elich Consulting and all internal client Stakeholders for this project.
This statement of work is limited to hours available within the total project estimate; contingency is only utilised with prior approval. The project scope is based on the described activities—deliverables are assumed to represent the recommended approach. Change requests may be issued if the approach changes or additional currently non-specified requirements are added.
Outsourced Services
We may involve third-party contractors or outsourced service providers in providing various aspects of your work. Leanne Elich Consulting shall inform the client of any software, documentation or other materials, the intellectual property rights owned by a Third Party (“Third Party Materials”), and the terms of use applicable to such Third-Party Materials.
Where the outsourced service requires the disclosure of personal information to an overseas recipient, a consequence of your consent is that Leanne Elich Consulting will be required to take reasonable steps to ensure that the overseas recipients of the Personal Information comply with Australian Privacy Principles.
Leanne Elich Consulting has taken all available measures to protect your data’s security and privacy and follows the notifiable data breaches scheme as outlined in the Privacy Act 1988.
Termination of this Engagement
Subject to any statutory provisions that apply to the Services, and unless otherwise outlined in this Terms document, either party may terminate this engagement at any time by giving the other 30 days of written notice. Either party may terminate this engagement immediately if the other commits any material or persistent breach of its obligations under this agreement, in particular the Terms and Conditions set out in the Engagement Letter (which, in the case of a breach capable of remedy, has not been remedied within 7 days of discovery by the party in breach), or if the other becomes insolvent.
In addition, we may terminate this engagement on reasonable notice if any of the following
circumstances occur:
- you fail to pay our accounts on time
- you fail to provide us with the requested information
- you fail to provide us with adequate instructions
- your instructions involve acting in an unethical nature
- for any other reasonable and just cause
In addition to our other rights, upon termination, you will be required to pay our charges for work done and any expenses incurred up to the date of termination, together with our reasonable costs and expenses incurred in connection with the early termination of this engagement. Termination of this engagement is without prejudice to any rights that may have accrued before termination. The Terms and Conditions of this agreement, which expressly or by implication are intended to survive its termination or expiry, will survive and continue to bind the parties.
Force Majeure
Neither party will be liable to the other for any delay or failure to fulfil their obligations under this agreement if that delay and failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any government or supranational authority, war, riot,
terrorist activities, strikes, lockouts and industrial disputes.
Electronic Communications
You agree that we will communicate with each other by electronic means such as email, SMS etc. We both recognise that email and the internet are inherently insecure, that emails and data can become corrupted, that they are not always delivered promptly (or at all), and that other methods of communication may be appropriate. In addition, the internet is prone to viruses. We and you each recognise these hazards, so we will be responsible for protecting our systems and interests. Neither of you nor we will be responsible to the other on any basis for any loss or damage arising from electronic communication.
Statement of Confidentiality
The information contained in this document is proprietary to Leanne Elich Consulting and is privileged and confidential. Leanne Elich Consulting submits this document to the client with the understanding that it will be held in the strictest confidence of the client, its employees, associates, agents and assignees.
This document will not be disclosed, duplicated, or used, in whole or in part, for any purpose other than the sole evaluation of Leanne Elich Consulting’s qualifications for the proposed project. Any disclosure, duplication, or use, in whole or in part, of this document may only be obtained with the prior written consent of Leanne Elich Consulting.
Invoicing and Payment
Invoices are priced in Australian Dollars. These costs have been prepared exclusive of GST.
Payment Terms: 7 days
If an extension of our services is requested, we will discuss our fee arrangements at that time.
We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers’ fees.