Dipole Terms of Business

Please find below the Dipole terms of business:

Terms of Business 

These Terms of Business govern the provision of services by Dipole Consulting Group Pty Ltd ABN 95 155 461 046 ("we", "us", or "our") to the client ("you", "your"). These terms, along with any Proposal, form the entire agreement between us and replace any prior discussions or agreements. In case of inconsistency, the Proposal prevails. 

1. Services 

  • 1.1:  Scope – We will perform the services outlined in our engagement letter with reasonable skill and care.  

  • 1.2:  Changes – Any changes to services require mutual written agreement.  

  • 1.3:  Reliance on Deliverables – You may only rely on our final written deliverables, not oral advice or drafts.  

  • 1.4:  Third-Party Use – Our services are for your internal use only, and you must not share deliverables without our prior written consent.  

  • 1.5:  Third-Party Liability – We do not accept liability to any third party in connection with our services. 

  • 1.6:  As part of the Services, we may recommend third party software or services to assist you with meeting your requirements. We provide no warranty regarding the effectiveness of any third-party software or service for these purposes and we cannot guarantee that Services will be effective in meeting those requirements. 

2. Your Responsibilities 

  • 2.1: General Obligations – You must provide timely information, instructions, and access necessary for us to perform services.  

  • 2.2:  Accuracy of Information – You are responsible for ensuring that all information provided is accurate, complete, and not misleading.  

  • 2.3:  Interdependencies – We are not liable for delays or failures arising from your failure to meet obligations. 

3. Fees and Payment 

  • 3.1: Payment Terms – Fees are payable as specified in our engagement letter, plus any applicable taxes. If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at Law): 

  • (a) after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or 

  • (b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms. 

  • 3.2:  Expenses – You agree to reimburse any reasonable expenses incurred in delivering the services.  

  • 3.3:  Invoicing – We will invoice you periodically, and you must make payment within 14 days of the invoice date.  

  • 3.4:  Fee Adjustments – We may review and adjust our fees periodically.  

  • 3.5:  Compliance Costs – Any additional compliance-related costs will be your responsibility. 

4. Confidentiality and Privacy 

  • 4.1:  Confidentiality – Both parties agree to maintain confidentiality regarding all exchanged information.  

  • 4.2:  Privacy – We handle personal data per our Privacy Policy, and you agree to comply with relevant privacy laws. 

5. Liability 

  • 5.1:  Liability Limitation – Our total liability for any claims arising from services is limited to one times the fees paid, up to a maximum of the annual contract value.  

  • 5.2:  Exclusions – We exclude liability for indirect or consequential losses, including loss of profit, goodwill, or data.  

  • To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with: 

  • (a) any instructions provided to us by you or your Personnel. 

  • (b) any failure or delay by you or any of your Personnel to provide any information or documentation necessary to allow us to provide the Services. 

  • (c) your (or your Personnel) breaching, or causing us (or our Personnel) to be in breach of any law or any third-party rights, including Intellectual Property Rights and privacy rights; 

  • (d) any Third-Party Inputs. 

  • (e) your System; and 

  • (f) any works services, goods, materials, or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by us. 

  • 5.3:  No Claims Against Individuals – You agree not to bring claims against our employees personally in connection with our services. 

 

6. Electronic Communications and Tools 

  • 6.1:  Security Measures – Both parties will take reasonable precautions to protect their IT systems.  

  • 6.2:  Use of Tools – Any electronic tools we develop remain our property unless explicitly transferred to you under license. 

7. Document Retention 

We retain documents for 3 years and may destroy them thereafter unless required by law. 

8. Termination 

  • 8.1:  Termination Notice – Either party may terminate this agreement with 30 days’ written notice.  

  • 8.2:  Termination for Cause – Immediate termination is allowed if the other party materially breaches the agreement and fails to remedy it within 30 days.  

  • 8.3:  Fees Upon Termination – You must pay for all services rendered up to the termination date. On termination of this Agreement, to the maximum extent permitted by Law, you will pay us for any third party charges or expenses to which we are committed, including without limitation any charges imposed on us by such third parties arising from the cancellation. 

9. Dispute Resolution 

Before initiating legal proceedings, both parties agree to attempt resolution through good-faith negotiations and, if necessary, mediation. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. 

10. Relationship 

We are an independent contractor, and this agreement does not create a partnership, joint venture, or agency relationship. 

11. Force Majeure 

Neither party is liable for delays or failures due to events beyond their reasonable control. 

 

12. Assignment 

Neither party may assign its rights under this agreement without the other’s written consent. 

13. Governing Law 

This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right either of us may have to claim that those courts do not have jurisdiction or are an inconvenient forum. 

14. Definitions 

Definitions for key terms shall be as outlined in the engagement letter or as mutually agreed in writing. 

By engaging our services, you acknowledge and agree to these Terms of Business.