Terms of business
- 1. Overview
- These terms cover all goods and services we provide. Together with our fee proposal, they make up our full agreement with you, replacing any prior agreements.
- If there's a conflict between these terms and the fee proposal, the fee proposal takes priority.
- 2. Our Services
- We'll deliver the services listed in the engagement letter with reasonable skill and care.
- Our services are bespoke and designed only for the entity listed as the engaging party in our fee proposal. You can't reuse our intellectual property, share our work with third parties or reference our name without our written consent.
- We don't take responsibility for any third-party claims related to our services, and you'll cover any third-party costs that arise from your breach of this agreement.
- 3. Your Responsibilities
- You need to provide us with timely information, instructions, and access to people, venues and workspaces, for us to reasonably undertake our work.
- You're responsible for the accuracy of any information that you give us and ensuring we have the permissions required to legally use it.
- Our performance depends on your cooperation and leadership, and we aren't liable for issues caused by your poor communication, delays or inaccurate information.
- 4. Fees, Expenses, and Payments
- You agree to pay our fees and expenses as outlined in the fee proposal, plus taxes where applicable.
- We invoice monthly for regular work, or immediately after completion for one off work. Engagements of less than $10,000 (ex. GST) require upfront payment to secure a date.
- Payments are due within 14 days of the invoice date, unless agreed otherwise by writing. Late payments may lead to interest charges or suspension of services.
- Additional charges may apply for travel, printing, diagnostics, equipment or workshop administration. Any travel outside the Brisbane CBD region or special workshops may have extra fees.
- We retain the right to suspend the provision of services immediately for failure to pay invoices by the due date, without liability for any cancellation fees or impacts to business.
- The following costs may be incurred in connection with the provision of our services:
- Direct expenses – such as travel, accommodation, parking, diagnostics, printing, provision of equipment or diagnostics. These will be reimbursed and will require payment upfront if exceeding $5,000 ex GST.
- Travel time (outside of Brisbane CBD) – will be charged at half of the normal hourly rate for each hour of travel. Travel time is inclusive of transfers to and from airports, waiting time and delays.
- Workshop administration fee – a fee of $95 per day (ex GST) is applicable where any equipment or materials are provided by our team.
- Support facilitator – a second consultant will be scheduled at your cost for all online workshops, and workshops with 15 or more participants invited.
- The Workshop – use of our boardroom at 34 Commercial Road is available at a rate of $950 (ex GST) per half day plus any catering costs.
- 5. Cancellations and changes
- Once our fee proposal is accepted, changes to the scope of services need written approval from both sides before they are considered binding.
- A 50% cancellation fee applies to all changes or cancellations with notice of 5 or less business days. Any changes or cancellations with less than 24 hours' notice will be charged at the full rate.
- 6. Surveys
- We provide competitive survey pricing to make our products accessible and equitable in the market.
- If you choose to proceed after the initial free trial, your commitment is to pay a set monthly amount for 12 months, either pay upfront or month by month. You select your preferred option online.
- We don't permit the cancellation of a subscription service without payment in full, under any condition.
- Survey data remains our property, with reports of collated data only available to you and your team. This is to protect the confidentiality of your people.
- 7. Ethics and Integrity
- Our team standards are aligned to the Ethical and Competency frameworks for individual and team coaching set out by ICF and EMCC.
- We follow strict ethical guidelines, respecting confidentiality and privacy for both the organisations we work with and the individuals within your team and will work in good faith with you to address any ethical concerns.
- 8. Confidentiality, Data and Privacy
- We follow Australian privacy laws and won't share personal information unless it's essential for our work or required by law. Both parties agree to keep each other's information confidential.
- You can access our privacy policy here:
Privacy Policy - 9. Intellectual Property
- We retain ownership of any tools or intellectual property developed or utilised for the work we do for you. You agree not to infringe on our rights.
- This includes our methods, frameworks, research, data, surveys, systems, tools and online applications which we might bring to the engagement.
- 10. Liability
- Our liability is capped at three times the service fees, up to a maximum of $20 million.
- To the extent to which the law will allow, we're not liable for any lost or corrupted data, profit, business opportunity, anticipated savings or benefits, or indirect loss or damages.
- You agree not to make a claim against any of our employees, except for fraud or dishonesty
- We hold professional indemnity insurance with a limit of $10 million for any one claim and in the aggregate.
- We hold public liability insurance with a limit of $20 million for any one occurrence.
- 11. Electronic Communications and Tools
- We take precautions with electronic systems and may use digital tools in providing services. Unless specified, these tools remain our property and are used at your own risk.
- You can access our data policy here:
Data Policy - 12. Subcontractors
- We may work with subcontractors, but we remain responsible for the work provided.
- We ensure that they covered by the same insurance provisions that our employees are.
- You consent to this and agree to cooperate and work with them as though they are our employees.
- We will share your information with them to enable them to carry out their duties effectively.
- 13. Special Terms for Bid Teams
- Additional terms may apply to support bid teams, including non-refundable retainers and confidentiality. These will be agreed in advance and confirmed in writing.
- We provide two consultants to these engagements to ensure that we provide continuity of service, and a high standard of team coaching. You may pay more for our team for this reason.
- Although we prefer to be discrete about our bid engagements, we retain the right to share positive news about the successes of our bid teams once formal communications are issued by client organisations.
- We plan our work in procurement phases. Unless there is an overt and planned commitment for future work with your team, we may regard our commitment to conclude at the end of the current phase or stage.
- You don't have permission to copy or replicate any information or plans we provide during these engagements.
- 14. Document Retention
- We may destroy documents after seven years unless required to keep them by law.
- 15. Conflicts of Interest
- Both parties agree to disclose any potential conflicts and work through them in good faith.
- 16. Termination
- Either party can end the agreement with 30 days' notice. Any outstanding fees for completed work are still payable.
- If one party is unable to carry out its obligations as intended, the obligations of both parties will be suspended for up to 30 days before the contract is terminated. If this comes at a cost to us (such as late cancellation, costs already incurred, or hotel quarantines), this will be covered by you.
- We both agree to act reasonably to remove or overcome any barriers to carrying out our work.
- 17. Definitions
- Our, us, or we – ODAPTIC Pty Ltd (ACN 625 368 283, ABN 61 625 368 283).
- This agreement – These terms of business and the engagement letter (or letter of proposal) that supports the services provided.
- You or your – The client identified in our engagement letter.
- Bid teams – One or more organisations collaborating in a procurement process to be selected as a provider for an owner organisation.
- Engagement letter – Our proposal, contract, or service agreement detailing the services and fees.
- Subscription service – Services with a fixed deliverable and monthly fee for a minimum term (e.g., survey interactive dashboards).
- Surveys and assessments – Includes ODAPTIC proprietary tools (e.g., High Performance Index, Partnership Index, Pulse Checks, Discovery Audits etc) as well as third-party provided tools such as Gallup, Human Synergistics or Hogan diagnostics.
- Law - This agreement is governed by Queensland law. Nothing in this agreement will operate in conflict to the Corporations Act 2001 (Cth).
Principle: Great partnerships start with clear expectations.
Principle: We deliver on our commitments.
Principle: You need to play your part.
Principle: Nothing great comes for free.
Principle: We value each others' time.
Principle: You get a free trial, and if you proceed, we get your commitment.
Principle: We are accountable to the standards.
Principle: We value information the same way we value relationship.
Principle: We expect you to value what we do.
Principle: We will take responsibility where it is due.
Principle: The online world requires unique precautions.
Principle: We will provide the best person for the job.
Principle: We want to represent the best in this space.
Principle: We don't love paperwork.
Principle: Transparency is key.
Principle: All good things must come to an end.
Principle: Clarity is certainty.
Undefined terms have their usual meanings as the context requires.