Terms & Conditions
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The following terms and conditions apply to this engagement and form part of the Letter of Engagement.
Overview
These terms and conditions ("Terms") apply to all consulting and advisory services provided by Gari Johnson trading as GTMAPAC (ABN 93 198 821 536) ("Consultant", "we", "us", "our") to clients ("Client", "you", “your").
By signing a Letter of Engagement or accepting our services, you agree to be bound by these Terms.
1. Services
1.1 The scope of services is as defined in the Letter of Engagement ("LoE") agreed between the parties.
1.2 Any modification to scope, timeline, or deliverables requires written agreement from both parties.
1.3 If you request additional services or scope changes, we will provide a written estimate of any additional fees and timeline impact for approval before proceeding.
2. Payment2.1 The fee for this engagement is specified in the Letter of Engagement.
2.2 Payment is due as follows:
50% on the execution of this agreement
50% on delivery of the analysis report
2.3 Payment is to be made by electronic funds transfer (EFT) to the account specified on the invoice, within 7 days of the invoice date.
2.4 Fees paid are non-refundable.
2.5 A valid tax invoice will be provided for each payment. GST will be charged in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
3. Confidentiality
3.1 Each party agrees to keep confidential all information received from the other party that is not publicly available, including business data, customer information, strategies, and any materials marked as confidential.
3.2 Confidential information may only be disclosed:
with the prior written consent of the disclosing party;
to employees, contractors, or advisers who need to know and are bound by equivalent confidentiality obligations; or
as required by law or regulation.
3.3 These confidentiality obligations survive termination of this agreement and continue for a period of two (2) years.
3.4 This clause does not replace any separate Non-Disclosure Agreement between the parties, which will prevail to the extent of any inconsistency.
4. Intellectual Property
4.1 Each party retains ownership of its pre-existing intellectual property and data.
4.2 The Client owns all rights in the deliverables produced under this engagement, being the Sales Engine Baseline Assessment (presentation deck and summary document).
4.3 The Consultant retains ownership of all methodologies, frameworks, templates, and know-how used in delivering the services, which may be used in other engagements.
4.4 Neither party has any claim to intellectual property created, uncovered, or discovered by the other party outside the agreed deliverables.
5. Privacy
5.1 The Consultant will handle all personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
5.2 Personal information collected during this engagement will only be used for the purposes of delivering the agreed services.
5.3 The Consultant's privacy policy is available at gtmapac.com/privacy. By entering into this agreement, the Client acknowledges that they have had the opportunity to review this policy.
6. Service Modification
6.1 The scope of services is as defined in this Letter of Engagement.
6.2 Any modification to scope, timeline, or deliverables requires written agreement from both parties.
6.3 If the Client requests additional services or scope changes, the Consultant will provide a written estimate of any additional fees and timeline impact for approval before proceeding.
7. Limitation of Liability
7.1 To the maximum extent permitted by law, the Consultant's total liability under this agreement is limited to the fees actually paid by the Client under this engagement.
7.2 The Consultant is not liable for any indirect, special, incidental, or consequential damages, including loss of profit, revenue, data, or business opportunity, even if advised of the possibility of such damages.
7.3 The Consultant is not liable for any loss arising from the Client's decisions or actions based on the analysis or recommendations provided.
7.4 Nothing in this agreement excludes or limits liability that cannot be excluded or limited under Australian law, including liability under the Australian Consumer Law.
8. Warranties and Disclaimers
8.1 The Consultant warrants that services will be performed with reasonable skill and care.
8.2 The analysis and findings are based on information available at the time and are provided for informational purposes only. They do not constitute financial, legal, or investment advice.
8.3 The Consultant makes no warranty as to the accuracy, completeness, or reliability of any analysis or recommendations, or that any particular outcome will be achieved.
8.4 Except as expressly stated in this agreement, all other warranties, conditions, and guarantees are excluded to the maximum extent permitted by law.
8.5 The Client warrants that it has the authority to provide access to data and personnel as contemplated by this engagement.
8.6 Source Data Reliance
The Client acknowledges that the Consultant's analysis, findings, and recommendations are substantially derived from data, documents, and information provided by the Client's personnel during the course of this engagement, including but not limited to interviews, discussions, system demonstrations, and shared documentation.
The Consultant will use reasonable efforts to validate and cross-reference information received. However, the Consultant does not independently audit or verify the accuracy, completeness, or currency of data provided by the Client or its personnel.
The Client accepts responsibility for the accuracy and completeness of information provided to the Consultant. The Consultant shall not be liable for any errors, gaps, omissions, or inaccuracies in its deliverables to the extent that they result from incomplete, inaccurate, or misleading information provided by the Client or its personnel.
9. Resolving Disputes
9.1 This agreement is governed by the laws of New South Wales, Australia.
9.2 The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
9.3 Before commencing legal proceedings, the parties agree to attempt to resolve any dispute by:
direct negotiation between senior representatives of each party; and
if unresolved within 14 days, mediation is administered by the Australian Disputes Centre, with costs shared equally.
9.4 Nothing in this clause prevents a party from seeking urgent injunctive relief.
10. Termination
10.1 Either party may terminate this agreement at any time by providing written notice to the other party.
10.2 On termination:
the client will pay in full for all work completed and delivered up to the date of termination;
fees already paid are non-refundable; and
each party will return or destroy the other party's confidential information on request.
10.3 The following provisions survive termination: Confidentiality (Section 3), Intellectual Property (Section 4), Limitation of Liability (Section 7), Warranties and Disclaimers (Section 8), and Resolving Disputes (Section 9).
11. General
11.1 The LoE and these Terms constitute the entire agreement between the parties for each engagement and supersede all prior discussions and agreements relating to that engagement.
11.2 Any amendment to this agreement must be in writing and signed by both parties.
11.3 The Consultant is an independent contractor. Nothing in this agreement creates an employment, partnership, or agency relationship.
11.4 Neither party may assign this agreement without the other party's written consent.
11.5 If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
11.6 Notices under this agreement must be in writing and sent by email to the addresses set out in this agreement.
11.7 Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
Contact
If you have questions about these Terms, please contact:
Gari Johnson Email: gari.johnson@gtmapac.com
Phone: +61 418 747 639
Website: gtmapac.com
These Terms comply with Australian law, including the Australian Consumer Law and the Privacy Act 1988 (Cth).