Terms & Conditions

The Quick Read

What follows is the easy read of our terms and conditions. For the complete T&Cs of provision of services, scroll down to “The Long Read”.

Disclaimer / Terms of Use of Website

WayPoint Strategies has used reasonable skill and care in compiling the content of this website but makes no warranty, express or implied as to the nature or accuracy of any material on this site and will not be liable for any loss which may arise from the use of information contained in this website.

You agree to be bound by these terms of use by accessing, browsing, opening or otherwise using any part of this web site.

Third Party Links

WayPoint Strategies is not responsible for links to third party sites and accepts no responsibility for their content. No connection or association with the linked sites or their owners should be assumed.

The information contained on or linked to this web site is general information. Nothing on this site is or purports to be advice. You should not rely on any information on or linked to this web site.

While every effort is made to ensure the information and links on this web site are accurate, the technology is changing at such a speed that the information and links may not always be up to date.

Website Material is NOT Legal Advise

Any content, including publications and email newsletters, on this website is intended only to provide a summary and general overview on matters of website development or general interest. This information is not intended to be comprehensive nor does it constitute legal advice of any form.

We at WayPoint Strategies attempt to ensure that the content is current but we do not guarantee its currency. You should seek legal or other professional advice before acting or relying on any of the content.

WayPoint Strategies is not responsible to you or anyone else for any loss suffered in connection with the use of this website or any of the content. This includes, but is not limited to, the transmission of any computer virus.

Use of CheckPoint Tool

WPS CheckPoint tool is provided for users to gain an understanding of internal issues and external opportunities that may be impacting the business entity they choose to explore. The output visualisation graphics, ratings and any associated commentary are indicative only and totally relies on the input information provided by the user.

If you need specific advice, you should seek personal professional advice based on your own circumstances.

No Liability

WayPoint Strategies makes no warranties or representations about this website or any of the content. We exclude, to the maximum extent permitted by law, any liability which may arise as a result of the use of this website, its content or the information on it.

Where liability cannot be excluded, any liability incurred by us in relation to the use of this website or the content is limited as provided under the Trade Practices Act 1974 (s68A). We will never be liable for any indirect, incidental, special or consequential loss arising out of the use of this website, including loss of business profits.

This does not exclude liability which WayPoint Strategies is prohibited from excluding by law.

This website is directed solely at Australian residents. Use of this website is governed by the laws of Australia.

Downloads & Emails

We do not warrant that an email or its attachments are error or virus free. If the email is a private communication it does not represent the views of us. Emails are our copyright. We are not liable if an attachment is altered without our written consent

Any downloaded material (including any email attachments) which contain confidential information are intended only for the addressee. If you are not the intended recipient, then any storing, dissemination, distribution or copying of the communication is strictly prohibited. You may not deal with or rely on this information in any way.

When addressed to our clients, any opinions or advice contained in the communication are subject to the terms and conditions expressed in our retainer. If you have received an email in error, please notify us immediately by return email and delete the original email, destroy any printed copy and do not disclose or use the information in it.

Privacy Statement

This site collects and analyses information from users.

We record your visit and log information for statistical purposes including your IP address, the date and time of the visit, pages accessed and documents downloaded.

This information may be analysed to determine our sites usage statistics and help us improve our services.

Information collected through the Contact Us pages or through any of the forms available on this site will be stored on the WayPoint Strategies databases. Your information may be disclosed to a third party in order to provide you with the full services from WayPoint Strategies.

Copyright

WayPoint Strategies has prepared this site with the understanding that some of its content may be copied, printed, forwarded and otherwise used for non-commercial purposes. This authorisation is proved on the basis that:

The documents, pictures or related graphics available from this site are not changed in any way. All graphics on this site must not be used seperate from their accompanying text.
You agree not to reproduce, retransmit, disseminate, sell, publish, broadcast, or otherwise use any material from this website without the express prior written consent of WayPoint Strategies.

Thank you for your time to read this about our website. If you need more detail on our Terms of Business Engagement for Services read on.

The Long Read

Terms of Business

TERMS FOR ENGAGEMENT FOR THE SUPPLY OF SERVICES

This agreement is executed at the time and date that the Client either (a) clicks “I agree” or a button with equivalent meaning when purchasing Services offered for sale by the Supplier and advertised online at www.waypointstrategies.com.au or (b) accepts a Proposal from Waypoint Strategies referring to an engagement for Services.

BETWEEN:

Waypoint Strategies Pty Ltd ABN 44 149 026 193 (“WPS”)

AND

THE CLIENT purchasing the Services. (“the Client”)

WHEREAS:

Waypoint Strategies [WPS] is engaged in the business of providing specialist management expertise, strategic planning and business improvement services in the engineering / science / information technology / manufacturing / construction sectors throughout Australia.
The Client is engaged in the business of providing …………………………………….. ……………………………………. to businesses and companies, which require such services.
WPS is able to provide specialist skills and experience that the Client wishes to engage from time to time, for a project of limited duration and/or project roles utilising skills which the Client does not have in-house.
These terms of business (‘Terms’) apply in respect of the services (“Services”) to be performed by WPS (“Waypoint Strategies”” or “we”) for the client named on the estimate or Letter of Engagement (“Client” or ‘you”), both collectively referred to as the ‘parties’, and any subsequent estimate to which these Terms apply. These Terms form the Agreement (“Agreement”) between the parties for the Services.
Engaging or continuing to engage WPS to provide the Services, will confirm the Client’s acceptance of this Agreement.
Headings are for convenience only and do not affect interpretation.

IT IS HEREBY AGREED AS FOLLOWS:

1. Performance of Services

1.1 Scope

WPS will provide Services described in the ‘Letter of Engagement’, agreeing to provide general or specific business services assistance as amended in Schedule A, or as requested by the Client from time to time.

During the engagement, either of the parties may request variations to the Services, scope of project or extensions of time. Both parties agree to work together to enable both parties to assess the impact of any requested changes on the cost, timing and any other aspect of the Services.

The scope of each assignment will be agreed prior to the commencement of the work and may come as written and unwritten requests, (confirmed in writing).

1.2 Delivery Timeline – Term

WPS will endeavour to carry out the obligations in accordance with the timeline set out in the estimate; where stated. However, unless both parties specifically agree otherwise in writing, the dates contained in the estimate are indicative dates intended for planning and estimating purpose only and are not contractually binding.

Any estimates of time for completion of the Services are given on the assumption WPS receives co-operation, reliable input, diligence and commitment from the Client. For the avoidance of doubt, WPS will not be liable for any failure or delay in performing the Services if that failure or delay arises from anything beyond WPS’s reasonable control.

1.3 Consulting Team

Where specific WPS partners and personnel are named in the estimate, WPS will use reasonable efforts to ensure that these people are available to provide the Services. Where any changes are necessary, WPS will give the Client reasonable notice of the changes.

1.4 Client Resources

The Client undertakes to supply reasonable access to and make time available for the Clients key personnel to support the activities of WPS. The Client will nominate one or more key personnel who will be contact persons for the Engagement and responsible for facilitating interactions or sourcing information / documentation.

1.5 Location

WPS will deliver the Services from its offices or the facilities of the Client. The location will be determined by the nature of the activities being undertaken and agreement of the Parties. Teleconferencing and other offsite working facilities are required. If travel and accommodation is required, then this is to be arranged by and to the account of the Client.

2. Provision of Information

2.1 Access

The Client agrees to provide in a timely fashion all information and documents reasonably required to enable WPS to provide the Services. The Client will make provision for WPS to have full and open access to all business information and systems that WPS deems relevant. This includes accounting, legal and bank information, contracts, obligations, guarantees and the like.

2.2 Reliance Upon

The Client acknowledges that WPS’s provision of Services relies upon the accuracy and timeliness of information provided by the Client. WPS will not independently verify the accuracy of such information and documents, and therefore will not be liable for any loss of damage arising from any inaccuracy or other defect in any information supplied by the Client.

2.3 Implementation

The Client acknowledges that WPS only provides advice and recommendations to the Client’s owner or Board. Any decision to implement lies solely with the Client, who should take further professional advice as appropriate to the decision.

3. Fees and Payment

3.1 Time-Based Fees

WPS’s time-based fees are calculated on the recordings of time spent on the assignment by our partners and personnel s in accordance with half day / hourly rates set out in Schedule A, (or advised as current at the time).

Unless otherwise stated, any total quantum of fees indicated in the ‘Letter of Engagement’ are indicative estimates only based upon the preliminary information provided by the Client and WPS experience with similar and/or the Client’s previous engagements.

Any fees quoted are not fixed, unless otherwise stated, and WPS reserves the right to render fee invoices for an amount based upon time spent, greater than any quantum indicated in the estimate.

3.2 Project-Based Fees

WPS’s project-based fees are calculated on the claim record of percentage complete, or milestone complete, of a scoped project as set out in Schedule A, plus approved variations.

Unless otherwise agreed in writing, the total quantum of fees indicated in the Letter of Engagement remain an estimate based on the original scope indicated in the Letter of Engagement. Changes in scope, extensions of time will be presented by WPS for the Client’s approval as variations to the Agreement.

3.3 Performance

WPS’s performance is dependent on the Client carrying out its responsibilities as set out in the Agreement and providing all information reasonably requested by WPS in a complete, accurate and timely manner. Should this not occur, it may lead to an increase in fees depending upon the extent to which WPS has to perform more work.

3.4 Expenses

All WPS charges are exclusive of expenses unless the estimate states otherwise. The Client agrees to pay WPS’s reasonable travel, subsistence, outgoings incurred on the Client’s behalf and document handling costs (photocopying, scanning and imaging, printing, fax and courier, etc.) incurred in connection with the Services.

3.5 Payment of Invoices

WPS’s invoices will be issued immediately after the agreed Service in the estimate has been completed. WPS reserves the right to issue tax invoices at more or less frequent intervals; weekly / monthly invoices can be issued as deemed appropriate to the engagement (solely) by WPS.

All tax invoices will be due for payment within 7 days after the date of the tax invoice and be paid by direct bank credit.

Depending on the nature of the assignment or business situation a pre-payment of 50% may be requested.

WPS retains the right to charge interest on tax invoiced which are not paid by the due date. Interest will be calculated daily at a rate of 2% above the rate prescribed from time to time by law. WPS reserves the right to recover all default costs and enforcement expenses in the event tax invoices are not paid by the due date and recovery action is necessary.

3.6 GST – Local Taxes

Unless otherwise stated, quoted fees, including quoted charge rates, are exclusive of (Australian) goods and services tax (“GST”). Unless expressly stated to the contrary, the consideration to be provided for any taxable supply made by WPS to the Client under this Agreement has been calculated without regard to, and is exclusive of GST. The consideration shall be increased by the amount of any GST and invoiced as such.

If WPS incur any other local jurisdiction tax disbursements on the Client’s behalf, WPS will invoice the Client at the tax exclusive cost of that disbursement plus the additional taxes, duties, tariffs or the like, that may apply in the jurisdiction.

4. Duration, Postponement and Termination

4.1 Duration of Contract

This Agreement will apply from the date that the Client accepts WPS’s ‘Letter of Engagement’ and/or asks WPS to proceed with the Services. That date will be the “Commencement Date”. The Agreement will continue until it is terminated in writing by either party on in accordance with the terms set out below.

4.2 Postponement

The Client and WPS may postpone or cancel meetings, workshops, calls, conferences, exchanges of information or other interactions required for WPS to provide the Services by prior e-mail notice. In such cases, the Client and WPS will work in good faith to reschedule those interactions to ensure that the Services can still be provided as agreed, and any payments already made or payable by the Client relating to those interactions will be applied by WPS to the rescheduled interactions.

Where interactions are postponed or cancelled by the Client and cannot be practically rescheduled, WPS is entitled to charge the Client for that portion of the Services and retain any payments already made without having to provide the part of the Services that related to the affected interactions.

The Client will accept WPS charges for any out-of-pocket travel and other costs incurred as a direct result of the Client’s postponement or cancellation of any interactions, to the extent that WPS is unable to recoup those costs.

4.3 Termination

This Agreement may be terminated at any time with the consent of both Parties and 4 weeks’ notice.

By either Party where a Force Majeure event (including but not limited to acts of war, terrorism, civil unrest, outbreaks of disease, natural disasters, industrial action, loss of key staff or production equipment or supplies and actions of governments or regulators adversely affecting that Party’s operations) prevents that Party from fulfilling its obligations.

Either the Client or the WPS may terminate this Agreement if the other Party is (a) in default of the terms and conditions of this Agreement and fails to remedy the default within twenty (20) Business Days after receiving Notice requiring the remedy of the default; or (b) becomes insolvent or subject to receivership, administration or other corporate reconstruction proceedings, not initiated or an associated part of the WPS Services.

If the Agreement is terminated prior to completion of the Services, WPS shall be entitled to be paid for work that has been carried out or for where expenses have been incurred up to the date of termination, plus a break fee 4/12ths of the past 12 weeks.

WPS will not be required to refund any part of the payments already made by the Client in connection with the Services if the Client terminates the Agreement before the completion of the Services or, through its own acts or omissions, practically prevents WPS from providing the Services.

Termination of this Agreement for whatever cause shall be without prejudice to any rights or obligations that have accrued or were owed prior to such termination, including but not limited to payments of money.

5. Confidentiality – Privacy – Intellectual Property

5.1 Confidentiality

When receiving Confidential Information, the Receiving Party must:

keep all Confidential Information of the Disclosing Party confidential, unless strictly required otherwise by law;
limit access to those of its personnel (including its contractors) reasonably requiring the Confidential Information on a strictly need to know basis;
not use any Confidential Information in any way other than for the Services or as otherwise contemplated by this Agreement without the prior written permission of the Disclosing Party; and
ensure that all personnel to whom Confidential Information is disclosed are legally bound under the terms and conditions of their employment or contracting agreements or otherwise, to keep the Confidential Information confidential and not to use the Confidential Information except in relation to the subject matter of this Agreement.

The working papers for this engagement, including electronic documents and files, are the property of WPS and constitute confidential information.

If the Client wishes to provide third parties with copies of WPS reports, letters, information or advice, the Client must first obtain the written permission of WPS to disclose the document(s) or information (please note WPS copyright may apply).

5.2 Privacy

Both Parties agree to take reasonable steps to maintain (within the respective organisations) the confidentiality of any proprietary or confidential information of the other. In handling personal information, the Parties will comply with the Privacy Act 1988 (Cth) (Privacy Act), as amended from time to time, and with the 13 Australian Privacy Principles.

In the delivery of Services WPS may collect, use, disclose, store and otherwise handle your personal information, which may include name, address, telephone number, email address, financial information, and any legal information, where relevant to the provision of the Services to the Client.

5.3 Intellectual Property

Each Party agrees that it will not have any claim, ownership or interest in or duplicate or reverse engineer the other Party’s background Intellectual Property or Improvements in such background Intellectual Property; and grants the other Party a non-exclusive, irrevocable and royalty-free licence for the use of any background Intellectual Property made available by the granting Party for the purpose of carrying out the Services.

Subject to clause 6.1(a) the rights to all Services deliverables, including the Intellectual Property created, discovered or coming into existence as a direct result of or arising out of the deliverables shall be the property of and vested in the Client. The Client also grants a non-exclusive, irrevocable and royalty-free license to WPS to make use of the Intellectual Property arising out of the deliverables for its current and future research and development purposes, subject to Confidentiality.

6. Warranties – Limitations of Liability

6.1 Skill and Care

WPS will use the objective standard of reasonable skill and care in the provision of the Services, which would apply to similar professional firms providing business consultancy, mentoring and presentation services at times with uncertain circumstances.

6.2 Warranties

WPS warrants that it will perform the Services in accordance with those standards that may be mandated by regulators and/or recognised professional bodies with jurisdiction in the State of Queensland, in so far as those standards are expressly relevant to the Services. For the avoidance of doubt, the Supplier does not provide taxation, financial products, investment or legal advice that requires licensing by government or a professional body or regulator.

WPS does not make any warranties regarding the Services or the deliverables. All other warranties, including without limitation those of merchantability, fitness for a particular purpose, or that the use of the deliverables or any other materials created pursuant to this Agreement will not infringe any intellectual property rights of a third party, are excluded.

6.3 Limitations

The Client accepts that the deliverables are advice only, prepared for the owner / board by WPS and based primarily on information provided by the Client. WPS disclaims responsibility for losses incurred because of factual errors or omissions in that information or because of any failures to separately evaluate the advice, successfully implement any advice or recommendations provided to the Client. The deliverables should not be relied on for any purpose other than that specified by WPS or by any persons other than the named Client, which uses the deliverables at its own risk.

To the extent permitted by law, WPS has no liability under this Agreement other than as set out in this clause 6. Where liability cannot be excluded it is limited, at WPS’s option, to re-performing the Services or paying the Client the cost of having the Services re- performed. For the avoidance of doubt, the cost to WPS under this clause 6 shall not exceed the total payments already received to date by WPS under this Agreement.

For the avoidance of doubt, neither Party will be liable for indirect or consequential losses incurred by the other Party for whatever reason

6.4 Indemnity to Third Parties

The Client indemnifies WPS against all liabilities, claims, costs, losses, suits or expenses (including legal fees and disbursements) incurred by WPS in respect of any third-party claim which is related to, arises out of, or is in any way associated with, this engagement. However, the indemnity does not apply to any costs, charges and expenses in respect of any matters which are finally determined to have resulted solely and directly from WPS’s willful acts or omissions.

The Client also agrees to indemnify WPS, its partners, associates, employees, contractors and any other person who may be sought to be made liable in excess of the limit of liability described above in respect of any activity arising from or connected with the Agreement in respect of any claim of whatever kind, including negligence, that may be made by any person and any costs and expenses that may be incurred by us.

7. Relationship of the Parties

7.1 Independent Contractor

WPS provides the Services as an independent contractor. Nothing in the Agreement shall be construed to create a partnership, joint venture, legal representative or other relationship between the parties. No party has the right, power or authority to oblige or contractually bind the other in any manner.

7.2 Contract Employee Role

Should personnel of WPS be engaged as a contract employee role of the Client subordinate to directors or other management of the Client, the Client will maintain appropriate professional indemnity insurance cover for the role undertaken by WPS personnel. WPS personnel shall be named on the policy and a copy provided to WPS.

8. Other

8.1 Amendment

The Agreement can only be amended in writing by the Parties.

8.2 Waiver

A waiver by either Party of a breach of any provision of this Agreement does not constitute a waiver of any succeeding breach of the same or any other provision.

8.3 Severance

If any provision or part provision of this Agreement is invalid or unenforceable, such provision shall be deemed deleted but only to the extent necessary and the remaining provisions of this Agreement shall remain in full force and effect.

8.4 Dispute Resolution

A Party claiming that a dispute has arisen under this Agreement (“Dispute”) must notify the other Party giving written details of the Dispute. The Parties agree to negotiate in good faith on a commercially realistic basis to resolve the Dispute and will refer resolution of the Dispute to officers within each Party who are authorised at the time that the Dispute is notified to hear the Dispute before commencing any legal proceedings in relation to the Dispute.

If there is a Dispute relating to the Services or the Agreement, the Parties will submit to mediation before having recourse to any other Dispute resolution process. Written notice of the Dispute must be given to the other party for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree on the identity or terms of engagement of a mediator, then as selected by the Australian Commercial Disputes Centre (“ACDC”). The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the ACDC Mediation Guidelines to the extent that they do not conflict with the provision of this clause. If the dispute is not resolved within 60 days after notice of the dispute or such further period agreed between WPS and the Client, then the mediation will terminate.

8.5 Governing Law & Jurisdiction

This Agreement is governed by the laws of the Queensland, Australia. The Parties submit to the jurisdiction of the courts of the State of Queensland and any courts which may hear appeals from those courts.

8.6 Notices

All Notices must be communicated by WPS to the Client using the e-mail address advised by the Client when purchasing the Services, and by the Client to WPS using the Contact details advertised. Notices will be determined to have been received at 6pm if sent electronically prior to that time on that Business Day.

8.7 Incentive or Equity Payments

WPS preferred remuneration is by fees, based on time or project deliverables. Circumstances may dictate that the Client offers WPS incentive or equity payments in addition or in lieu of fees. Such payments will only be entered into after clear objectives and consideration is agreed between the Parties.

8.8 Work Permits & Visas

Any permits or visas to work on a site or in a jurisdiction are to be arranged and paid by the Client with relevant authorities in advance of any travel by WPS personnel.

8.9 Non-Solicitation of Personnel

During the Period of delivery of Services, and for (6) months after it ends, the Client agrees not to solicit for employment or contractual consultancy purposes, whether on a part time, full time or casual basis, or to independently contract the services of, and WPS partner, employee or contractor who is involved with performing the Services without WPS prior written consent. This prohibition applies to both contracts of service and contracts for services.

8.10 Publicity

WPS agrees that it will obtain the Client’s prior approval before submitting any manuscript or article relating exclusively to this Agreement for publication, which will not be unreasonably withheld.

The Client agrees that WPS may publish articles from time to time that makes reference to statistical data that has been derived in part from the Services, provided that such articles do not identify the Client in any way and are subject to Confidentiality.

Note: Schedule A forms part of the written Agreement and is negotiated at the time of engagement.