Terms of Service

1. About These Terms

These terms form the agreement between you (the client) and Sleeman Trading Pty Ltd (ABN 79 703 372 589) in relation to the professional business and consulting services we provide. These terms apply together with any engagement letter, proposal, or scope of work we agree with you. Where an engagement letter conflicts with these terms, the engagement letter will prevail to the extent of the inconsistency.

2. Our Services

We provide professional business and consulting services as described on our Services page and as set out in any agreed scope of work. We will perform our services with reasonable care and skill and in accordance with applicable Australian laws. Any timelines or milestones indicated in a proposal or engagement letter are estimates only and do not constitute binding commitments.

3. Engagements and Proposals

Each engagement begins when you accept a written proposal or engagement letter issued by us. The engagement letter will set out the scope of services, deliverables, estimated fees, and any specific conditions applicable to that engagement. Work outside the agreed scope will only be undertaken if agreed in writing, and may attract additional fees.

4. Fees and Payment

Fees for our services will be as set out in the applicable proposal or engagement letter. Unless otherwise agreed in writing:

• Invoices are payable within fourteen (14) days of the date of the invoice.
• All fees are quoted in Australian dollars (AUD) and are exclusive of GST, which will be added where applicable.
• Reasonable, pre-approved out-of-pocket expenses incurred in delivering services will be reimbursed at cost.
• We may charge interest on overdue amounts at a reasonable rate, and may suspend work on unpaid overdue accounts after giving written notice.

5. Client Responsibilities

To enable us to deliver our services effectively, you agree to:

• Provide timely access to accurate and complete information, records, and personnel as reasonably required.
• Respond promptly to our requests for decisions, approvals, or clarifications.
• Ensure that all information you provide to us is lawful and that you have the right to share it with us.
• Notify us promptly of any change that may affect the engagement.

6. Intellectual Property

You retain ownership of materials you provide to us. Upon full payment of our fees, you receive a licence to use the deliverables we create for you for your internal business purposes. We retain ownership of our pre-existing methodologies, frameworks, tools, and templates, and of all deliverables until payment is received in full. You must not resell, redistribute, or use our deliverables to provide competing consulting services without our prior written consent.

7. Confidentiality

Both parties agree to keep confidential information received from the other party strictly confidential and to use it only for the purposes of the engagement. This obligation does not apply to information that is publicly available, was already known to the receiving party, is independently developed, or must be disclosed by law. This obligation survives the completion or termination of an engagement.

8. Privacy

We handle personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy. By engaging our services, you consent to us collecting, using, and disclosing personal information as described in that policy.

9. Limitation of Liability

To the fullest extent permitted by law:

• Our liability arising out of or in connection with an engagement is limited to the fees paid by you for the services giving rise to the claim.
• We are not liable for indirect, incidental, special, or consequential losses, including loss of profits, revenue, or business opportunity.
• Our services are provided based on the information you supply and the circumstances known to us at the time. We are not responsible for outcomes arising from inaccurate, incomplete, or misleading information provided by you or third parties.

Nothing in these terms excludes, restricts, or modifies any rights you may have under the Australian Consumer Law or other legislation that cannot lawfully be excluded.

10. Consumer Guarantees

Under the Australian Consumer Law, consumers are entitled to certain guarantees regarding the services supplied to them. Nothing in these terms limits or excludes those guarantees where their application cannot be excluded by law. Where our services are supplied to a consumer and the guarantees apply, we will provide remedies as required by the Australian Consumer Law.

11. Termination

Either party may terminate an engagement by giving the other party fourteen (14) days' written notice. We may terminate an engagement immediately if you fail to pay overdue invoices after written notice, or if you materially breach these terms and do not remedy the breach within a reasonable period. Upon termination, you agree to pay for all services performed and expenses incurred up to the date of termination.

12. Force Majeure

We are not liable for any delay or failure to perform our obligations caused by events beyond our reasonable control, including natural disasters, industrial action, government restrictions, epidemics, or failures of third-party systems or utilities.

13. Dispute Resolution

If a dispute arises in connection with these terms or an engagement, both parties agree to first attempt to resolve the dispute through good-faith discussions between senior representatives. If the dispute cannot be resolved within thirty (30) days, the parties may agree to mediation or another alternative dispute resolution process before commencing court proceedings.

14. General Provisions

• These terms are governed by the laws of Victoria, Australia, and the parties submit to the jurisdiction of the courts of Victoria.
• If any provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force.
• Our failure to enforce any right under these terms is not a waiver of that right.
• You may not assign your rights under these terms without our prior written consent.
• These terms, together with any engagement letter, constitute the entire agreement between the parties regarding the services.

15. Amendments

We may update these Terms of Service from time to time. The current version will always be published on this page with the date of the most recent revision. Continued engagement of our services after an update constitutes acceptance of the revised terms.

Last updated: 2025