Effective: April 2025
These Terms of Engagement (“Terms”) apply to all services provided by Company unless otherwise agreed in writing and form the basis of a contractual agreement between Company and the Client. Unless agreed in writing, these conditions shall apply to the exclusion of any inconsistent provision which may appear on any order form or other document issued by the Client. The Proposal and these conditions of engagement shall apply to any variations which may be agreed or ordered in the scope of the work and to any supplementary work on the project which may be the subject of verbal agreement. By engaging our services, you acknowledge and agree to these Terms.
1. Definitions
- Agreement – The combined content of these Terms, any relevant proposal or scope of work provided to the Client, and any supplementary materials explicitly included.
- Client – The individual, organisation, or authorised agent engaging the services of Company. The Client may be represented by an Agent (e.g., Consultant, Solicitor, etc.) who acts on their authority and arranges for, or directs, services on their behalf. The client is responsible for payment of services.
- Company – Refers to The Thought Group Pty Ltd trading as Cync³.
- Services – The consulting, advisory and labour related services provided by Company as outlined in a Proposal.
- Proposal – Any written document issued by Company that describes the Services to be provided.
- Deliverables – Tangible or intangible work products resulting from the Services, such as reports, recommendations, presentations, or designs.
- Confidential Information – Any non public business, technical or financial information disclosed during the engagement.
Words importing the singular include the plural, and vice versa. Words importing any gender include the other gender.
2. Application of Terms
These Terms govern all engagements between the Client and Company unless explicitly varied in writing. Any terms supplied by the Client (e.g. via purchase order or other documents) are excluded unless expressly accepted in writing by Company. Acceptance of a Proposal constitutes acceptance of these Terms.
3. Service Standards
Company will:
- Deliver Services using professional skill, diligence, and care, consistent with industry standards.
- Maintain appropriate qualifications, insurances, and resources necessary for service delivery.
- Use commercially reasonable efforts to meet any deadlines agreed in a Proposal.
- Engage subcontractors or agents as needed, while retaining full responsibility for their work.
4. Client Responsibilities
The Client agrees to:
- Provide timely access to personnel, sites, systems, and information reasonably required to deliver the Services.
- Ensure information supplied is accurate and complete.
- Respond to requests for feedback or clarification within a reasonable timeframe.
- Approve or raise concerns with Deliverables within five (5) business days of receipt. In the absence of a response, Deliverables will be deemed accepted.
The Company is entitled to rely on the information supplied by the Client for the purposes of providing the Services except where such information is, in the professional opinion of the Company, likely to be unreliable, outdated, inadequate, superseded, or incomplete. The Company may suspend the provision of the Services if the Company is unable to obtain the information reasonably required to perform the Services, provided prior written notice is given to the Client. Delays caused by the Client may result in revised timelines or costs.
If the Proposal is accepted by an Agent, the Agent warrants to the Company that they have the Client’s authority to do so and accepts that they are personally liable for the Client’s obligations under these conditions of engagement. If the person who accepts the Proposal does not indicate they are an Agent at the time of acceptance, they are the Client and liable accordingly.
5. Fees, Payment Terms and Invoicing
The Proposal indicates whether the Company will provide the Services for a lump sum or a fee calculated by a schedule of rates. If a schedule of rates applies, then the Company may, in the Proposal, give an estimate of the total cost.
The estimate of the total cost and the lump sum are based on the Company’s understanding of the required scope of work. The Company will make its best endeavours to provide the Services within the estimate or sum provided.
If undisclosed or unexpected events are encountered, additional work not accounted for may be required. Under these circumstances, the Company will advise the Client and seek prior written approval before undertaking work that exceeds the estimate or sum.
If any activity is required outside the scope of the Proposal, the Company, subject to notifying the Client in writing, will charge for such additional work at the current standard hourly rates for personnel and equipment. Hire of outside services will be charged at cost plus 10% for procurement.
Unless otherwise stated, Goods and Services Tax (GST) has not been included in either the rates or lump sum in the Proposal and will be charged to the Client at the applicable rate.
The schedule of rates or lump sum in the Proposal is current for a period as detailed in the Proposal or a period of three months from the date of the Proposal, whichever is lesser.
At the Company’s election, invoices will be rendered weekly, by an agreed progress schedule, or on completion of the work and are due for payment in full within 30 days. The Company will charge interest at a rate of 1.5% per month on any invoices unpaid after 30 days.
If the Client disputes any part of the invoice, payment of the undisputed portion must not be delayed, and a written schedule of the disputed items must be given to the Company within 7 business days of receipt of the invoice.
Unless stated otherwise:
- Work is charged on a time and materials basis at Company’s current standard rates.
- Disbursements and third-party expenses (e.g. travel, data subscriptions) will be billed at cost plus 10%.
- GST will be applied as required by law.
- Invoices are payable within 14 days.
- Late payments may attract interest at 1.5% per month.
Work may be paused if payments are overdue. Company reserves the right to withhold Deliverables or usage rights until payment is received.
6. Intellectual Property and Usage Rights
Unless otherwise agreed:
- All intellectual property (IP) created by Company remains the property of Company.
- Clients are granted a non-transferable, royalty-free licence to use Deliverables solely for the agreed project or internal purposes.
- Clients may not republish, redistribute, or modify Deliverables without written permission.
If the Client is in breach of any obligation to make payment to the Company, the Company may revoke this licence, and the Client shall either:
- Return to the Company all material in which such copyright subsists, or
- Destroy such material as directed by the Company.
The Client must not alter or amend any material produced by the Company and must acknowledge the Company’s work in all material incorporated into other documents, reports, or any other public domain usage.
Preliminary materials, concepts, drafts, and tools used in service delivery are not included in the IP licence.
7. Confidentiality
Each party agrees to:
- Treat all non-public information received as confidential.
- Not disclose or use Confidential Information for any purpose outside of the engagement.
- Return or destroy Confidential Information upon request or termination, subject to legal or compliance obligations.
This obligation does not apply to information that is public, independently developed, or lawfully obtained from a third party.
8. Limitations of Liability
The Company’s liability for a breach is limited, at the Company’s option, to either:
- Providing those services again, or
- Refunding the price of the services in respect of which the breach occurred.
The Company’s liability to the Client for loss or damage created by a failure to exercise reasonable care is limited to the greater of either:
- The total amount paid to Company under the relevant Proposal; or
- $500,000; whichever is greater.
The Company’s liability for any loss, damage, liability, expense, or cost suffered arising from or in connection with the Company’s provision of service shall:
- Be limited to the extent to which the Company’s own negligent or wrongful acts, errors, or omissions contributed to the loss, damage, liability, expense, or cost suffered; and
- Not exceed the amount paid under the Company’s professional indemnity insurance policy.
The Company shall have no liability for:
- A claim where the Client acts contrary to the Company’s written recommendation or purports to use the Services contrary to this agreement.
- A claim unless such claim is notified in writing to the Company within 12 months of the completion of Services.
A claim involving consequential or economic loss or for loss relating to a delay in the project.
9. Warranties and Disclaimers
Company warrants that:
- Services will be provided in a professional manner and in accordance with agreed specifications.
- Deliverables will not knowingly infringe third-party rights.
Except as expressly stated in these Terms, all warranties whether statutory or implied are excluded to the fullest extent permitted by law.
10. Indemnity
Each party agrees to indemnify the other against any loss, damage, or claim arising from:
- A breach of confidentiality.
- Infringement of IP rights (where applicable).
- Wilful misconduct or negligence.
The indemnifying party retains control of any legal proceedings or settlement, subject to the other party’s reasonable cooperation.
11. Termination
This Agreement may be terminated:
- By either party with 14 days’ notice if the other party breaches a material obligation and fails to remedy it within 14 days of receiving written notice requiring the breach to be remedied.
- Immediately, in the case of insolvency or unlawful conduct.
- For convenience, subject to payment for Services delivered up to the date of termination.
In the event of termination, the Company shall be paid for all services performed up to the termination date. On termination, any Deliverables not yet paid for remain the property of Company.
12. Reports & Investigations
Reports and documentation are provided for the exclusive use of the Client at a specific time, for a specific purpose, and for a particular project, where required.
They should not be used or relied upon for other projects or purposes or by a third party without the written permission of the Company. This is because project details, statutory requirements, and operating environments may change over time, affecting report recommendations and conclusions.
The Company does not assume responsibility for interpretations or conclusions derived from its reports by others unless explicitly supported by an expressed statement, interpretation, outcome, or conclusion stated in the report.
Written reports will be provided on completion of the work, including:
- A statement of procedures
- Field observations and analysis
- Interpretation and analysis of results, where indicated in the Proposal
Reports are based on normally accepted theory and practice and on the limits of the information available.
The Company does not assume responsibility for the adequacy of recommendations if they are used without the
Company being retained to observe the implementation. This is because, given the nature of operations and industry variations, differences in implementation methodology can create inconsistencies in the delivery of recommendations.
13. Marketing and Promotion
Unless agreed otherwise in writing:
- Company may reference the project in its marketing or portfolio materials.
- Clients may not publicly reproduce or credit Deliverables without approval.
14. Relationship of the Parties
Company is an independent contractor. Nothing in this Agreement constitutes a joint venture, employment, or agency relationship unless explicitly stated.
15. Governing Law and Dispute Resolution
Any disputes arising between the Company and the Client shall first be subject to mediation. However, this provision shall not prevent the Company from instituting legal action at any time to recover outstanding payments. The Client shall pay the Company for costs and expenses (including mercantile agent’s costs and legal costs) incurred by the Company in obtaining payment of any amount not paid by the due date.
The agreement between the Company and the Client shall be governed by the Laws of Victoria, Australia.
16. Force Majeure
Company is not liable for delays or failure to deliver Services caused by circumstances beyond its reasonable control (e.g. natural disaster, pandemic, cyberattack, or industrial action).
17. General Provisions
- No Assignment: Neither party may assign its rights under these Terms without prior written consent.
- Amendments: These Terms may be updated on our website without notice. Clients should check the latest version before engaging new services.
- Severability: If any provision is found to be invalid or unenforceable, the remainder will continue in effect.
- Entire Agreement: These Terms, combined with any relevant Proposal, form the entire agreement between the parties.
Questions?
If you have any questions about these Terms or need a custom agreement, please contact us using our contact form or email us at [email protected]