Terms of Engagement

1. Application

These Terms of Engagement govern all consulting and advisory services provided by Auxra Advisory Partners (referred to as "Auxra", "we", "us", or "our") to clients ("you"). Requesting a proposal, signing an Engagement Letter, or otherwise engaging our services constitutes your acceptance of these terms.

These terms apply alongside any Engagement Letter or Proposal document issued by Auxra for a specific engagement. In the event of any inconsistency, the Engagement Letter prevails to the extent of the inconsistency.

2. Services

Auxra provides operational strategy, systems design, and advisory services to growth-stage SMEs. The specific scope, deliverables, timeline, and fees for each engagement are set out in a separate Engagement Letter or Proposal, which forms part of these terms.

We will perform services with reasonable care, skill, and diligence. Our services are advisory in nature - implementation decisions and their outcomes remain the responsibility of the client.

3. Fees and Payment

Fees are set out in the relevant Engagement Letter. Unless otherwise stated:

• Invoices are issued monthly in arrears or as specified in the Engagement Letter
• Payment is due within 14 days of the invoice date
• Late payments may attract interest at the rate of 2% per month on the outstanding balance, calculated from the due date
• All fees are exclusive of Goods and Services Tax (GST); GST will be added where applicable under Australian law
• Reasonable out-of-pocket expenses incurred in the delivery of services will be invoiced separately with supporting documentation

4. Intellectual Property

All methodologies, frameworks, templates, tools, and proprietary materials developed by Auxra prior to, or independently of, your engagement remain the intellectual property of Auxra and are licensed to you for use during the engagement only.

Deliverables created specifically for your engagement are assigned to you upon receipt of full payment of all fees relating to that engagement. Auxra retains the right to use anonymised and aggregated insights from engagements for internal capability development and service improvement.

5. Confidentiality

Each party agrees to keep confidential all non-public, proprietary, or commercially sensitive information received from the other party in the course of an engagement. This obligation continues for 3 years following the conclusion of the engagement.

The confidentiality obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party without reference to the confidential information
• Is required to be disclosed by law, regulation, or court order

6. Liability and Disclaimers

To the extent permitted by law, Auxra's aggregate liability to you in connection with any single engagement is limited to the total fees paid to Auxra in the 3 months preceding the event giving rise to the claim.

Auxra is not liable for indirect, consequential, incidental, or special loss or damage arising from the provision of services, including loss of profit, revenue, opportunity, or data, even if Auxra has been advised of the possibility of such loss.

Nothing in these terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by any legislation (including the Australian Consumer Law) where to do so would be unlawful or would cause any part of these terms to be void.

7. Termination

Either party may terminate an engagement by providing 30 days' written notice to the other. You remain liable for fees incurred up to and including the effective date of termination.

Auxra may terminate an engagement immediately upon written notice if you breach a material term of these terms or an Engagement Letter and fail to remedy the breach within 14 days of receiving written notice of the breach.

8. Conflict of Interest

Auxra will disclose to you any actual or potential conflict of interest that arises or that we become aware of during an engagement. Where a conflict cannot be appropriately managed or mitigated, Auxra reserves the right to decline or withdraw from the relevant engagement.

9. Dispute Resolution

In the event of a dispute arising out of or in connection with these terms or any engagement, the parties agree to first attempt resolution through good-faith negotiation within 14 days of the dispute being raised in writing.

If the dispute is not resolved through negotiation within 30 days (or such longer period as agreed in writing), the parties agree to attempt resolution through a mutually agreed mediator before commencing legal proceedings.

These terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.

10. Amendments

Auxra may update these terms from time to time. Updated terms will be published at this address with a revised effective date. Updates apply to engagements commenced after the effective date of the updated terms. Engagements already in progress continue under the terms in effect at the time of commencement.

11. Contact

For any questions relating to these terms, please contact us:

Auxra Advisory Partners
Email: [email protected]
Melbourne, Victoria, Australia