These Standard Terms and Conditions of Engagement (“Conditions”) govern all consulting and advisory services provided by BrettlJausn Pty Ltd ACN 695 372 304 (“BrettlJausn”, “we”, “us”) to the client identified in the applicable Offer Document or invoice (“Client”, “you”). By accepting an Offer Document, issuing a purchase order, or permitting commencement of services, the Client agrees to be bound by these Conditions. These Conditions shall apply to every engagement unless expressly varied in writing by BrettlJausn.
1 · Services
1.1 BrettlJausn shall provide the consulting, advisory, and professional services described in the applicable Offer Document and/or Statement of Work (“SOW”), which together with these Conditions form the entire agreement between the Parties for the relevant engagement.
1.2 Any services not expressly included in an agreed Offer Document or SOW are excluded. Changes to scope require written agreement by both Parties prior to implementation.
1.3 BrettlJausn operates as an independent, vendor-neutral adviser. Nothing in these Conditions or any engagement creates a relationship of employment, partnership, or agency between the Parties.
2 · Fees and Payment
2.1 Fees are as set out in the applicable Offer Document or SOW and are exclusive of VAT, GST, and all other applicable taxes unless expressly stated otherwise.
2.2 Unless otherwise agreed in writing:
- (a) invoices are payable within fourteen (14) calendar days of the invoice date;
- (b) for fixed-fee engagements, 30% of the total engagement fee is invoiced upon execution of the Offer Document or SOW, with the balance invoiced in equal monthly instalments aligned to the project timeline; for retainer or time-and-materials engagements, fees shall be invoiced monthly in arrears unless otherwise specified in the applicable Offer Document or SOW; and
- (c) all reimbursable expenses are invoiced monthly in arrears with supporting receipts.
2.3 Late payment shall accrue interest at 5% per annum calculated from the due date, after a grace period of ten (10) calendar days.
2.4 Where the Client disputes any invoice line item, written notice specifying the disputed amount and grounds must be given within five (5) Business Days of receipt. The undisputed portion remains payable on standard terms. The Parties shall use reasonable endeavours to resolve disputes within ten (10) Business Days of notification.
3 · Expenses
3.1 The Client shall reimburse BrettlJausn for all reasonable out-of-pocket expenses properly incurred in performing the services, subject to pre-approval where practicable and provision of supporting documentation.
3.2 Unless otherwise agreed in the applicable Offer Document or SOW, business class travel applies for flights exceeding five (5) hours in duration, and accommodation shall be at a minimum four-star standard.
4 · Intellectual Property
4.1 Background IP. All intellectual property owned or licensed by BrettlJausn prior to or independently of the engagement (“Background IP”) — including methodologies, frameworks, benchmarking tools, analytical models, templates, and accumulated know-how — remains the sole property of BrettlJausn. Where Background IP is incorporated into a deliverable, BrettlJausn grants the Client a non-exclusive, non-transferable, royalty-free licence to use that Background IP solely as embedded in the relevant deliverable and solely for the Client’s internal business purposes.
4.2 Foreground IP. Intellectual property created specifically for the Client in performance of the services (“Foreground IP”) vests in the Client upon full payment of all fees attributable to the relevant engagement. Until full payment is received, BrettlJausn retains all rights and any licence to use work product is suspended. Generic improvements to BrettlJausn’s methodologies or tools arising in the course of the engagement, even if informed by Client context, constitute Background IP.
4.3 The Client grants BrettlJausn a non-exclusive, royalty-free, perpetual licence to use Foreground IP internally for improving its methodologies and services, provided no Client Confidential Information is disclosed to third parties in doing so.
5 · Confidentiality
5.1 Each Party shall hold the other’s confidential information in strict confidence and shall not disclose it to any third party without prior written consent. Confidential information shall be used solely for the purposes of the engagement and protected with no less than reasonable care.
5.2 This obligation does not apply to information that is or becomes publicly available other than through breach of these Conditions, was already known to the recipient, is independently developed, or is required to be disclosed by law or regulatory authority.
5.3 Confidentiality obligations survive termination or expiry of any engagement for five (5) years.
6 · Data Protection
6.1 Each Party shall comply with all applicable data protection and privacy laws in connection with any engagement, including the Australian Privacy Act 1988 (Cth) and, where applicable to the Client, the EU General Data Protection Regulation (GDPR), the UK General Data Protection Regulation (UK GDPR) as retained in UK law by the European Union (Withdrawal) Act 2018, and any national implementing or supplementing legislation.
6.2 Personal data exchanged between the Parties shall be collected and processed only to the extent necessary to fulfil obligations under the relevant engagement. Neither Party shall disclose personal data to third parties without prior written consent, except where required by law.
6.3 Where BrettlJausn processes personal data on behalf of the Client as a data processor under GDPR or UK GDPR, the Parties shall use reasonable endeavours to execute a Data Processing Agreement (DPA) prior to commencement of the relevant services. BrettlJausn, as an entity incorporated in Australia, constitutes a third country recipient under GDPR and UK GDPR; any transfer of personal data from an EU/EEA or UK Client to BrettlJausn shall be governed by Standard Contractual Clauses (SCCs), the UK International Data Transfer Agreement (IDTA), or such other lawful transfer mechanism as the Parties agree in writing.
6.4 Each Party shall implement appropriate technical and organisational measures to protect personal data against unauthorised access or disclosure, and shall promptly notify the other Party upon becoming aware of any actual or suspected data breach.
7 · Liability
7.1 BrettlJausn’s aggregate liability to the Client under or in connection with any engagement (whether in contract, tort, negligence, or otherwise) shall not exceed the total fees paid by the Client in the three (3) calendar months immediately preceding the event giving rise to the claim.
7.2 Neither Party shall be liable for any indirect, consequential, special, or punitive loss or damage, including loss of profit, loss of revenue, or loss of business opportunity, whether or not foreseeable. This exclusion does not apply to breaches of confidentiality obligations or infringement of intellectual property rights.
7.3 Nothing in these Conditions limits or excludes liability that cannot be limited under applicable law, including liability for fraud or fraudulent misrepresentation.
8 · Professional Indemnity Insurance
8.1 BrettlJausn shall maintain professional indemnity insurance throughout the term of each engagement and for not less than two (2) years following its completion or termination, providing coverage of no less than AUD 1,000,000 per claim and in aggregate per annum. A current certificate of currency shall be provided within five (5) Business Days of written request.
9 · Termination
9.1 Either Party may terminate an engagement for convenience by providing thirty (30) calendar days’ written notice. Where the Client terminates for convenience prior to completion, the Client shall pay all fees and reimbursable expenses properly accrued to the termination date, plus a kill fee equal to twenty-five percent (25%) of the remaining unbilled fees under that engagement as at the date of the termination notice.
9.2 Either Party may terminate immediately by written notice if the other Party commits a material breach and, where capable of remedy, fails to remedy it within fourteen (14) Business Days of written notice; becomes insolvent or enters administration; or, in the case of BrettlJausn, engages in fraudulent or grossly negligent conduct materially harmful to the Client.
9.3 Upon termination, BrettlJausn shall deliver all completed deliverables and work in progress as at the termination date. The Client remains liable for all fees and expenses properly accrued to termination.
10 · Governing Law and Dispute Resolution
10.1 These Conditions and any engagement governed by them shall be subject to the governing law specified in the applicable Offer Document or SOW. In the absence of such specification, the laws of England and Wales shall apply.
10.2 Any dispute shall first be subject to good faith negotiation for not less than thirty (30) calendar days following written notice. If unresolved, the dispute shall be referred to mediation, and only thereafter to arbitration under the LCIA Rules, with London as the seat and English as the language of proceedings. Either Party may apply to the courts of England and Wales for urgent injunctive or interim relief, or where the amount in dispute does not exceed GBP 50,000.
10.3 The Parties may agree alternative governing law and dispute resolution for a specific engagement in the applicable Offer Document or SOW, in which case such alternative applies to that engagement only.
11 · Assignment
11.1 Neither Party may assign, novate, or otherwise transfer its rights or obligations under any engagement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Either Party may, without consent, assign or novate to a wholly owned group company or in connection with a change of control of that Party, provided the assignee assumes all obligations under the relevant engagement in writing and the assigning Party gives prompt written notice to the other Party.
12 · Force Majeure
12.1 Neither Party shall be in breach of these Conditions or liable for any delay or failure to perform its obligations to the extent such delay or failure results from events, circumstances, or causes beyond its reasonable control (including acts of God, pandemic, natural disaster, war, civil unrest, government action, or failure of third-party infrastructure). The affected Party shall promptly notify the other Party and use reasonable endeavours to mitigate the effect of the force majeure event. If such event continues for more than sixty (60) calendar days, either Party may terminate the affected engagement on written notice without further liability, save for fees and expenses properly accrued prior to termination.
13 · General
13.1 These Conditions may be adopted by any wholly owned subsidiary or affiliate of BrettlJausn Pty Ltd ACN 695 372 304 (“Group Company”). Where a Group Company is identified as the service provider in an applicable Offer Document or SOW, references to “BrettlJausn” in these Conditions shall be read as references to that Group Company for the purposes of that engagement.
13.2 These Conditions, together with the applicable Offer Document and/or SOW, constitute the entire agreement between the Parties for the relevant engagement and supersede all prior representations, discussions, or agreements.
13.3 Amendments to these Conditions or any engagement document must be made in writing and signed by both Parties.
13.4 Failure to enforce any provision shall not constitute a waiver. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
13.5 All notices under these Conditions must be in writing and delivered by email with read receipt confirmed, or by registered post to the address in the applicable Offer Document. Email notices are deemed received on the Business Day of transmission.
13.6 “Business Day” means any day other than a Saturday, Sunday, or public holiday in England and Wales, unless a different jurisdiction is specified in the applicable Offer Document or SOW.