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Terms and Conditions

1. Definitions

The following definitions are used in the Consultancy Agreement and these Terms of Trade:
Invisible Business Solutions is referred to as “IBSGC”, “us”, “we” or “our”.
References to “you” or “your” are the persons or entities who are our clients for the Engagement.
“Consultancy Agreement” means the document and enclosures (including these Terms of Trade) sent to you which set out the basis of our contract with you.
“Engagement” means the Services which we provide pursuant to the Consultancy Agreement

“Services” means the professional services delivered to you that are the subject of the Consultancy Agreement

2. Agreement as between you and us

The following terms and conditions (as varied from time to time) together with the Consultancy Agreement form the agreement between you and us to the exclusion of any other express or implied term, whether expressed orally or in writing, including any conditions, warranties and representations and shall supersede all previous Consultancy Agreements or letters of engagement, undertakings, agreements and correspondence.

3. Our Commitment to You

We will perform the Services with due care competence and diligence. We will act ethically and in accordance with relevant professional codes of conduct at all times during the course of the Engagement. We will assign staff members possessing the technical skills and knowledge necessary to ensure work quality and value to the Engagement. We will work closly with the team at Flowlens to provide suport and training. We may subcontract portions of the Services to others who may deal with you directly. With your agreement, we may also use third parties in performing our services. Regardless, Invisible Business Solutions will be responsible to you for the performance of the Implementation and Training while Flowlens are responsible for the subscription. Full t&c and privacy are available at Flowlens.com While we alone are responsible for the performance of the Services, you are solely responsible for the work and fees of any third party engaged by you in connection with the Engagement, even if we introduced that party to you You will have access to the person managing the Engagement and may enquire on progress at any time or check via our project management tool. We will keep you informed of progress during the course of undertaking the Engagement and advise you of any issues that could potentially expand the scope of the Engagement or the time required to complete it.

4. Your Undertaking to Us

To maintain our service level to you and reduce the possibility of cost overruns, you agree to disclose all information relevant to the work being undertaken in a timely manner and with reasonable care. We will not be responsible for delays caused by a delay in providing information. Delays in receiving information may also result in additional fees being charged.
In the course of providing information to IBSGC, you agree to indemnify and release IBSGC from any claims arising from any misstatement or omission in any material, information or representation supplied or approved by you.
Any opinions and advice will be provided in writing and addressed to you. All opinions and advice will be based on the information provided by you and if any information provided is not accurate or correct, our advice or opinion may need to be amended. E&OE. Our reports, letters, information, opinions and advice should not be disclosed or used for any purpose other than that for which they were prepared, nor should they be reproduced, referred to in any other document or made available to any third party without our prior written consent. The only exceptions to this requirement are others within your company, your professional advisors acting in such capacity or as required by law, court order or any regulatory or professional body.
Before, during or after the engagement, we may supply you with oral, draft or interim advice, reports or presentations, but in such circumstances our written advice or final written report shall take precedence. No reliance should be placed on any oral, draft or interim communications. You undertake that, if anything occurs after information is provided by you to IBSGC, to render such information untrue, unfair or misleading, you will promptly notify IBSGC.
Where it is envisaged that reports, letters, information, opinions or advice given by us to you will be provided to or used by a third party we reserve the right to agree with you terms regarding such provision, or to require the third party to enter into a direct relationship with us.

Accordingly, neither the Consultancy Agreement nor any terms we agree with you to allow third parties access to our information or advice are enforceable by a person who is not a party to it, except where expressly provided for in the Consultancy Agreement.

5. Client Feedback

We are committed to meeting your needs and welcome your feedback on all aspects of our service. To provide your comments, please contact us by email as follows: helen@ibsgc.com.au

6. Confidentiality

“Confidential Information” shall mean any confidential information in any form (including any copies and any document which contains, reflects or is derived from Confidential Information) disclosed by you or us to the other party (whether before or after the date of the Consultancy Agreement). Confidential Information does not include any information that:
(a) is or subsequently becomes public knowledge (other than as a result of disclosure in breach of these Terms of Trade) or
(b) was known by the receiving party on a non-confidential basis prior to disclosure; or
(c) becomes available to the receiving party on a non-confidential basis from a person who is not bound by obligations of confidence; or
(d) you and we agree in writing is not confidential or may be disclosed.
Each of us shall keep the other’s Confidential Information confidential and shall not use such Confidential Information except for the purpose of exercising or performing the relevant rights and obligations under the Engagement and shall not disclose any Confidential Information to a third party, except as expressly permitted by this clause.

We may disclose your Confidential Information to persons who supply services in relation to, or connected with, the Engagement, on the understanding that they will treat that information as confidential. You and we may disclose Confidential Information as required or allowed for by law or professional standards, or with your express consent. The Association of Chartered Certified Accountants exercises a quality control program in respect of its members to which we comply.

7. Privacy Policy

At all times IBSGC is committed to protecting your privacy. Any personal information held by us will only be used by us to support your relationship with us, and to ensure you receive the most appropriate range of information and services.

We will collect personal and other information about you in connection with the Engagement or disclose the information to third parties where we consider it necessary to provide the Services or where we are required to do so by law.

8. Conflicts of Interest

We may act for clients who may compete with or, more rarely, may be involved in business with you. Naturally, we will continue to represent those clients or new clients. We will use all reasonable endeavours to ensure that any conflicts will not impact on you. If we believe an identified conflict will impact or does impact you, we will report these to you as soon as reasonably possible after we become aware of them. You acknowledge that such events will not give rise to claims against us other than in exceptional circumstances.

9. Publicity

We may wish to obtain publicity for work undertaken on behalf of clients. Permission to attribute work for a client publicly will always be obtained in advance.

Notwithstanding this condition, we assume the right to use references and company logos in proposals or other similar submissions made to other prospective clients, unless you expressly prohibit such disclosure.

10. Email Communication

As part of our client service we may and usually will communicate with you and with others on your behalf, by email. Email sent without encryption can be intercepted and may be read by a third party. There is also a risk that email may not be delivered or, if delivered, not read by the addressee in good time. To the extent permitted under the law, we shall not be responsible to you nor liable to any person for any loss or damage, including special or consequential damage, whether arising in contract or in negligence, which may arise from or in relation to the use of email, including without limitation, any unintended receipt or interception of an email message.

Subject to the limitations imposed by the law, you also agree to indemnify and hold harmless us and our successors and assigns from and against any and all liabilities, damages, losses, costs and expenses (including reasonable legal fees) which may arise from the use of email in our communication with you or the communication we undertake in the course of carrying out your instructions.

11. Occupational Health and Safety

On the occasions that IBSGC representatives are required to visit your premises, it is on the basis that you comply with all occupational health and safety standards. During such times, you will be responsible for providing a safe place of work and for ensuring that our staff are properly instructed and directed so as toensure their personal safety, particularly in situations that may be unusually hazardous or peculiar to the environment in which they are working. Any visiting IBSGC representative will be required to leave your premises if in their assessment, there is a hazard that endangers their well-being and that hazard cannot be remedied immediately.

12. Document Retention

You agree that we shall have the right to retain copies of documents relating to the Engagement after the Engagement has ended.
Our document retention policies are in accordance with Australian statutory requirements. Thereafter, unless separate arrangements have been made, we may destroy or erase the documents or papers without reference to you.

All documents and records created and/or produced by us during the course of our Engagement (except where provided by law) and documents addressed to us are the property of Invisible Business Solutions. IBSGC in every respect claims Copyright in that regard.

13. Intellectual Property

The Customer acknowledges and agrees that all intellectual property rights in materials and services supplied by Invisible Business Solutions are owned by Invisible Business Solutions and that the Customer acquires no intellectual property rights in any materials or services provided by Invisible Business Solutions to the Customer unless a separate deed of assignment is executed by Invisible Business Solutions.

All rights to training and presentation materials are reserved. No part of the material may be reproduced or transmitted in any form or by any means, electronic or mechanical including photocopying, recording, storage in information retrieval systems or otherwise without the prior written permission of Invisible Business Solutions.

14. Goods and Services Tax (GST)

Our fees are quoted exclusive of GST. To the extent that we consider that the supply we make is subject to GST, GST will be charged in addition to the fee quoted and is payable at the same time and in the same manner as the fee quoted.

15. Fees

Our fees will generally be billed as work progresses. Except for in the case that a fixed fee has been provided, our fees are based on the time required by the individuals assigned to the Engagement plus out of pocket expenses including (but not limited to) travel, meals and accommodation reasonably incurred by us when acting for you. In the case that we provide a fixed fee arrangement that will involve agreed time payment arrangements for project fees.

If we provide you with an estimate of costs, it is based on the scope of work expected at that time. If the scope of work is incorrect or varies, or the extent of work is greater than expected, then we will provide you with a revised estimate amount in advance to cover expenses or to provide security for our charges. Settlement of all invoices is in accordance with our normal Terms of Payment described below.

16. Terms of Payment

Our terms for payment are 7 days from the date of our invoice. Any queries relating to our fee invoice must be raised within 5 days from the date of the invoice.

If at any time a payment is not made as required, we may suspend all further services until we receive payment or acceptable alternative arrangements are made. Alternatively, while services are suspended, we may stop acting in the matter. If we do stop acting because of non-payment of our fee invoices, all our fee invoices up to that date must be paid. Until our fee invoices are paid in full, we may and usually will retain your documents, records and other property in our possession.

17. Termination

With the exception of any engagement where termination rules are prescribed by legislation or professional obligations, or where either of us become the subject of insolvency proceedings or calls any meeting of its creditors (in which case we each may terminate without notice), the Engagement may be terminated by you or us upon the expiry of 14 days written notice to the other. Notice will be deemed served 24 hours after the notice has been sent. We will be entitled to receive payments for all time and costs incurred up to the date of termination, including for time and our engagement to a close in a prompt and orderly manner. We will make every reasonable effort to keep expenditure for this purpose to a minimum.

18. Dispute Resolution

If a dispute arises between you and us in connection with the Engagement, before commencing legal proceedings, all parties will attempt to resolve the dispute in good faith by negotiation. All parties agree to ensure that appropriately senior personnel are available for the purpose of the negotiations.

19. Force Majeure

We will not be liable for any delays or failures in performance or breach of contract due to events or circumstances beyond our reasonable control, including acts of God, war, acts by governments and regulators, acts of terrorism, accident, fire, flood or storm or civil disturbance.

20. Severability

In the event that any part of these Terms of Trade and the Consultancy Agreement of which they form part is held to be invalid or unenforceable, the remainder will continue in full force and effect.

21. Governing Law and Jurisdiction

These Terms of Trade and the Consultancy Agreement of which they form part shall be governed by and interpreted in accordance with the laws of the state of Queensland. The courts of Queensland shall have exclusive jurisdiction to settle any dispute which may arise in connection with the Consultancy Agreement and/or the Services.

22. Cancellation

Meetings cancelled with less than 48 hours notice and without reasonable cause, are considered late cancellations and will be charged at our minimum rate per hour to the client, or the prior agreed fee for the booked time and session. Where fixed fees are provided late cancellations will be included in the chargable time frames and may result in out of scope charges. If changes need to be made to the project plan, please advise as soon as possible.

23. Future Changes to IBSGC Terms and Conditions

These Terms of Trade and the Consultancy Agreement of which they form part may be changed and will change where legislation requires the adoption of commercial law, amongst other things. We Reserve the unfettered right to change our terms and conditions, provided proper notice of not less than 14 days has been communicated to you. This will then change the Consultancy Agreement and/or the Services provision, which is the subject of renewed Terms and Conditions.