1. About these Terms

These Terms & Conditions apply to services provided by Outsourcery to the Client identified in an applicable Service Agreement, proposal, statement of work or other written agreement accepted by the parties (collectively referred to as the “Service Agreement”).

The Service Agreement and these Terms together form the agreement between Outsourcery and the Client (“Agreement”).

The Service Agreement sets out the particular commercial arrangement between Outsourcery and the Client, including the nature and scope of the Services, fees, duration, payment arrangements and any engagement-specific terms.

If there is any inconsistency between the Service Agreement and these Terms, the Service Agreement will prevail to the extent of that inconsistency.

The Agreement becomes binding when the Service Agreement is accepted or signed in the manner specified in that Service Agreement.

2. Our Services

Outsourcery provides business implementation, operational support, systems development and related business services.

Depending on the Client’s requirements and the applicable Service Agreement, Services may include business systems and processes, administration, project coordination, technology implementation, CRM and automation, websites and digital assets, documentation and SOPs, marketing implementation, recruitment support, operational planning, research, reporting, content, design and other agreed business support.

The particular Services to be provided will be described in the Service Agreement or otherwise agreed between the parties in writing.

Where an engagement is ongoing or flexible in nature, the parties may collaboratively establish and change priorities throughout the engagement.

Where an engagement has a defined scope, deliverables, milestones or completion requirements, these will be set out in the Service Agreement or otherwise agreed in writing.

Discussions, approvals and decisions made through agreed communication channels, including email, Slack, project management software or other written electronic communication, may be relied upon as evidence of agreed instructions, priorities, approvals and changes.

3. How We Work

Outsourcery will:

• work collaboratively with the Client to understand its objectives and requirements;
• make recommendations and identify opportunities where appropriate;
• allocate appropriate resources having regard to the Services being provided;
• use reasonable endeavours to progress agreed work within timeframes discussed or agreed with the Client;
• keep the Client reasonably informed about material work, decisions and issues; and
• seek Client input where a decision, approval or instruction is reasonably required.

Unless a particular deadline is expressly agreed in writing, dates and timeframes discussed during an engagement are indicative and may be affected by changes in priorities, Client dependencies, third-party services, availability of information or other circumstances reasonably affecting delivery.

4. Resourcing

Outsourcery determines how the Services are resourced and may use its employees, contractors, virtual assistants, specialists and other service providers where appropriate.

Outsourcery remains responsible for managing the delivery of its Services.

Unless expressly stated in the Service Agreement, the engagement does not guarantee the ongoing availability of any particular individual.

Outsourcery may change the people or resources allocated to the Client where reasonably required for delivery, availability, capability or business continuity.

5. Client Responsibilities

To enable Outsourcery to provide the Services effectively, the Client agrees to:

• provide information, access, materials, instructions and approvals reasonably required to perform the Services;
• ensure information supplied to Outsourcery is, to the best of the Client’s knowledge, accurate and complete;
• provide reasonable access to relevant systems, platforms and personnel;
• respond to decisions or approvals where Client input is required; and
• notify Outsourcery of material changes that may affect work being performed.

Where Outsourcery cannot reasonably progress work because information, access, approval, content, authority or another Client dependency is outstanding, affected work may be paused, delayed or reprioritised until the dependency is resolved.

Any resulting delay will not constitute a failure by Outsourcery to perform the Services within an originally discussed timeframe.

6. Fees and Payment

The Client will pay the fees specified in the Service Agreement.

Unless otherwise stated, all fees are expressed in Australian dollars.

Payment timing, deposits, recurring fees, milestone payments or other payment arrangements will be specified in the Service Agreement.

Where recurring billing has been agreed, the Client authorises Outsourcery and its nominated payment provider to process recurring payments using the payment method provided by the Client.

Any third-party expenses, software, advertising costs, licences, purchases or other external costs to be incurred specifically on behalf of the Client will require Client approval unless already authorised under the Service Agreement.

If a payment becomes overdue, Outsourcery may notify the Client and may pause some or all Services until the outstanding amount is paid.

Pausing Services because of overdue payment does not waive the Client’s obligation to pay amounts properly due under the Agreement.

Unless otherwise stated in the Service Agreement, amounts already paid are non-refundable once the relevant Services have commenced, except where a refund is required by law.

7. GST and Taxes

Unless otherwise stated, fees are exclusive of GST.

Where Australian GST is legally payable in connection with a supply, the Client must pay the applicable GST in addition to the stated fee.

Where a supply is GST-free under Australian law, no Australian GST will be added.

The Client remains responsible for taxes, duties or charges imposed upon it in its own jurisdiction.

8. Changes to Scope or Services

The nature of some Outsourcery engagements means requirements may evolve while work is underway.

The parties may agree to add, remove, change or reprioritise Services through written electronic communication.

Where a requested change materially affects scope, workload, cost, timing or required resources, Outsourcery may advise the Client that an additional fee, revised timeframe or amended Service Agreement is required before proceeding.

Outsourcery is not required to perform work materially outside the agreed Services unless that work has been agreed between the parties.

9. No Guaranteed Business Outcome

Outsourcery will provide the Services with due care and skill and will work toward objectives agreed with the Client.

Business performance is affected by factors outside Outsourcery’s control.

Unless expressly stated in writing, Outsourcery does not guarantee any particular revenue, sales volume, customer acquisition result, growth rate, profitability, marketing performance or other commercial outcome.

10. Specialist Professional Services

As part of the Services, Outsourcery may assist with the development, administration and implementation of business processes and documentation relating to areas including people and culture, finance, compliance and commercial operations.

Outsourcery does not provide legal, accounting, taxation, financial advisory or other regulated professional advice.

Where work requires specialist professional advice, review, certification or approval, the Client is responsible for obtaining that advice from an appropriately qualified professional.

Outsourcery may work with the Client’s professional advisers and may assist in implementing their recommendations.

The Client remains responsible for decisions requiring regulated professional advice.

11. Client Funds

Outsourcery will not hold, receive, transfer or control Client funds except for:

• payments made to Outsourcery for its own fees and approved expenses; or
• another arrangement expressly agreed in writing and lawfully permitted.

The Client is responsible for maintaining appropriate banking, accounting and financial controls within its business.

12. Systems, Software and Third Parties

Outsourcery may recommend, configure, administer or work within third-party software, platforms and services on behalf of the Client.

Third-party services remain subject to the relevant provider’s own terms, pricing, availability and functionality.

Outsourcery is not responsible for outages, changes, restrictions, data loss or other failures caused by third-party providers outside Outsourcery’s reasonable control.

Where Outsourcery separately supplies an ongoing platform, software service, application, hosting service or other subscription, that service may be governed by separate terms and charges.

The Client remains responsible for maintaining any third-party accounts, subscriptions or licences that the Client owns or contracts for directly.

13. Intellectual Property

Each party retains ownership of intellectual property it owned or developed independently before the engagement.

Subject to payment of all amounts due in connection with the relevant work, intellectual property created specifically for the Client as part of the Services will belong to the Client unless the Service Agreement expressly states otherwise.

This may include Client-specific systems, documentation, workflows, designs, content, operating materials, websites and other work created specifically for the Client.

Outsourcery retains ownership of its pre-existing intellectual property and general business methodologies, frameworks, templates, processes, skills, knowledge, experience and know-how.

Outsourcery may continue to use general knowledge, skills, experience and non-confidential methods developed or enhanced while providing the Services, provided doing so does not disclose or reproduce the Client’s Confidential Information or Client-owned intellectual property.

Third-party intellectual property remains subject to the rights and licence terms of its owner.

14. Confidentiality

Each party may receive confidential or commercially sensitive information belonging to the other party.

Each party agrees to:

• protect the other party’s Confidential Information;
• use it only for purposes connected with the engagement;
• not disclose it to third parties except where reasonably required to provide the Services, authorised by the other party or required by law; and
• take reasonable steps to prevent unauthorised access or disclosure.

Outsourcery may provide Client information to employees, contractors and service providers who reasonably require access to perform the Services, provided they are subject to appropriate confidentiality obligations.

Confidential Information does not include information that is publicly available through no breach of the Agreement, was already lawfully known to the receiving party, is lawfully obtained from another source, or is independently developed without use of the other party’s Confidential Information.

These obligations continue after the engagement ends.

15. Privacy and Data

Each party will comply with privacy and data-protection laws applicable to it.

The Client authorises Outsourcery to access, process and store information reasonably required to provide the Services, including through reputable cloud-based systems and service providers.

Where the Client provides personal information belonging to employees, customers, athletes, contractors or other individuals, the Client is responsible for ensuring it has the authority and any necessary consents to provide that information to Outsourcery.

Outsourcery will take reasonable measures to protect Client information within its control.

16. Term, Cancellation and Termination

The commencement date, duration and any minimum term applying to an engagement will be set out in the applicable Service Agreement.

Any right for either party to terminate an engagement for convenience, including any required notice period, will be set out in the Service Agreement.

Either party may terminate the Agreement immediately if the other party commits a material breach and, where that breach is capable of remedy, fails to remedy it within a reasonable period after receiving written notice.

Outsourcery may also terminate or suspend an engagement where continuing to provide the Services would reasonably expose Outsourcery, its personnel or the Client to significant legal, security, ethical or commercial risk.

Termination does not affect rights or payment obligations that accrued before the Agreement ended.

17. What Happens When an Engagement Ends

At the end of an engagement:

• Outsourcery’s obligation to perform further Services ends, subject to any agreed notice or transition period;
• Client-owned work and information reasonably required for handover will be made available to the Client;
• work that is incomplete at the end of the engagement may be provided in its then-current state;
• Outsourcery is not required to complete unfinished work after termination unless otherwise agreed;
• Outsourcery may remove its access to Client systems and accounts;
• outstanding fees and approved expenses remain payable; and
• any further assistance requested by the Client after the engagement has ended may require a new engagement or separate written agreement.

Where transition or handover Services are required, the extent and timing of those Services will be determined having regard to the nature, duration and complexity of the engagement and any applicable Service Agreement.

Third-party platforms, hosting, software, applications or other ongoing services supplied separately by Outsourcery may continue independently under their applicable terms.

18. Suspension of Services

Outsourcery may reasonably suspend some or all Services where:

• fees are materially overdue;
• the Client has not provided information, access, approval or authority necessary to perform the Services;
• continuing the work would reasonably expose Outsourcery, its personnel or the Client to legal, security or material commercial risk; or
• the Client materially breaches the Agreement.

Where practicable, Outsourcery will notify the Client before suspending Services and provide a reasonable opportunity to resolve the issue.

A suspension caused by the Client’s failure to meet its obligations may affect agreed or indicative delivery dates.

19. Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special or consequential loss arising from the Agreement, including loss of profit, revenue, opportunity or anticipated savings.

Nothing in these Terms excludes, restricts or modifies rights, guarantees or remedies that cannot lawfully be excluded, restricted or modified.

Outsourcery is not liable for loss arising from:

• inaccurate or incomplete information supplied by the Client;
• Client decisions or instructions;
• Client delay or failure to provide required approvals, information or access;
• changes made by the Client or another third party to work supplied by Outsourcery;
• acts, omissions, outages or failures of third-party platforms outside Outsourcery’s reasonable control; or
• use of Outsourcery’s work for a purpose materially different from the purpose for which it was created.

To the maximum extent permitted by law, Outsourcery’s total aggregate liability for any claim arising out of or in connection with this Agreement will not exceed the total fees paid by the Client to Outsourcery under the applicable Service Agreement in the six (6) months immediately preceding the event giving rise to the claim.

20. Relationship Between the Parties

Outsourcery is an independent service provider.

Nothing in the Agreement creates an employment relationship, legal partnership, joint venture, fiduciary relationship or agency between the parties.

Outsourcery does not have authority to legally bind the Client unless the Client expressly provides that authority in writing for a particular purpose.

21. Non-Solicitation of Outsourcery Personnel

The Client must not knowingly solicit or directly engage an Outsourcery employee or contractor introduced to the Client through the engagement for the purpose of bypassing Outsourcery, during the engagement or for the period specified below following its conclusion, unless Outsourcery provides written consent.

This restriction applies during the term of the Agreement and for a period of twelve (12) months following its termination or completion. If the Client breaches this clause, the Client agrees to pay Outsourcery a placement fee equivalent to fifty percent (50%) of the relevant individual's annualised contractor rate or salary, representing a genuine pre-estimate of the costs incurred by Outsourcery in recruiting and replacing the individual.

22. Disputes

If a dispute arises, the parties agree to first make reasonable efforts to resolve it directly and in good faith.

If the dispute cannot be resolved through direct discussion, either party may request mediation before commencing court proceedings, except where urgent injunctive or other urgent relief is required.

The parties will reasonably cooperate in selecting a mediator and, unless otherwise agreed, share the mediator’s costs equally.

23. Notices

Formal notices under the Agreement may be given by email to the primary email address nominated by each party.

A party must notify the other if its nominated contact details change.

24. Force Majeure

Neither party will be responsible for a delay or failure to perform an obligation caused by circumstances outside its reasonable control, provided it takes reasonable steps to minimise the effect of those circumstances.

Payment obligations that arose before the event are not affected.

25. Changes to the Agreement

The parties may agree to changes to Services, priorities, scope or operational arrangements through written electronic communication where appropriate.

Any change to core commercial or legal terms, including fees, termination rights or other material contractual terms, must be agreed in writing by both parties.

Outsourcery may update these Standard Terms & Conditions from time to time for future engagements.

Unless otherwise agreed in writing, an existing engagement will continue to be governed by the version of these Terms incorporated into its Service Agreement.

26. General

If any provision of the Agreement is invalid or unenforceable, the remaining provisions continue to apply.

A failure or delay by either party to enforce a right does not waive that right.

Neither party may transfer the Agreement to another party without the other’s written consent, except as part of a genuine sale, restructure or transfer of substantially all of that party’s business, subject to applicable law.

The Agreement constitutes the entire agreement between the parties concerning the Services and replaces previous representations or agreements concerning the same subject matter, except for another written agreement expressly stated to operate alongside it.

Electronic signatures and counterparts may be used.

27. Governing Law

The Agreement is governed by the laws of Queensland, Australia, and the parties submit to the jurisdiction of the courts of Queensland.