TFA Terms of Engagement
Standard Purchase Order (PO) Terms and Conditions (T&Cs) bind our client engagements.
TFA Terms of Engagement
Effective Date: 02 OCTOBER 2025
These Standard Terms of Engagement ("Terms") govern all professional services provided by ThinkFresh Advisory ("we," "us," "our," "TFA" or "ThinkFresh") to the client identified in the accompanying Statement of Work or Engagement Letter ("you," "your," or "Client"). Together with the applicable Engagement Letter or Statement of Work ("SOW"), these documents form the complete agreement between us ("Agreement").
The Executive Spheretable™ is a registered trademark of ThinkFresh Advisory.
1. Our Services
1.1 Scope of Services
We will provide the specific services described in the SOW ("Services"). Any changes must be agreed in writing by both parties.
1.2 Our Approach
We will:
• Perform the Services with due care, skill, and diligence.
• Assign appropriately qualified personnel.
• Tailor our approach to your specific requirements.
• Provide progress updates as specified in the SOW.
1.3 Limitations
Our Services do not include:
• Legal, tax, accounting, or investment advice unless explicitly stated.
• Implementation of recommendations unless included in the SOW.
• Responsibility for third-party services, even if recommended.
• Liability for delays or inaccuracies caused by reliance on AI tools or third-party platforms.
1.4 Performance Review
We will conduct periodic reviews of performance against agreed deliverables. You may be required to provide feedback and participate in review meetings.
2. Your Responsibilities
You agree to:
• Provide timely, accurate, and complete information.
• Make relevant personnel available.
• Designate a primary contact person with authority.
• Disclose any constraints or factors that may impact the Services.
You are responsible for assessing the suitability of our deliverables and for any business decisions based on them.
3. Fees and Payment
• Fees will be structured as outlined in the SOW (fixed fee, time and materials, retainer, or combination).
• Reasonable expenses will be charged at cost unless otherwise specified. Expenses exceeding $5,000 require prior approval.
• Invoices will be issued as specified in the SOW. Payment is due within 30 days.
• Interest on overdue amounts will be charged at 1.5% per month.
• Fees exclude GST and VAT, which will be added where applicable.
Refunds and cancellation terms for training, events, and programmes are set out in Sections 12 and 13.
4. Intellectual Property
4.1 Ownership
• Pre-existing intellectual property remains with its owner.
• Upon full payment, you own all rights to deliverables created specifically for you, except for our pre-existing materials, methodologies, tools, and frameworks.
4.2 AI-Generated Content
If we use AI technologies to deliver services or outputs, we will disclose this. AI-generated outputs may carry limitations, including potential third-party rights. Clients agree to use such outputs at their own risk, and TFA disclaims liability for any claims arising from AI-generated content.
4.3 Trademark
The Executive Spheretable™ is a registered trademark of ThinkFresh Advisory. It may not be used without our prior written consent.
5. Confidentiality & Data Protection
5.1 Confidentiality
Both parties agree to:
• Keep confidential information strictly confidential.
• Use it solely for the engagement’s purposes.
• Return or destroy it upon request.
5.2 Data Security & Privacy
We comply with applicable privacy laws, including GDPR and the Australian Privacy Act.
TFA uses AI responsibly in its operations and applies strict data security measures. Client data is never sold or misused, and all reasonable precautions are taken to safeguard confidentiality and integrity.
5.3 Event Media & Publicity
By attending TFA events, you consent to photography, video, and media capture for promotional and marketing purposes. Attendance constitutes agreement for TFA to use your image, likeness, or voice without compensation, unless you notify us in writing prior to the event.
6. Insurance
We maintain professional indemnity and general liability insurance. Proof of coverage is available upon written request. Clients must also maintain appropriate insurance for their operations.
7. Limitation of Liability
7.1 Cap on Liability
Our total aggregate liability is limited to the fees paid for the specific Services giving rise to the claim.
7.2 Exclusions
We are not liable for:
• Indirect, consequential, or special damages.
• Loss of profits, business, or data.
• Third-party claims unless specified in the SOW.
• Damages arising from inaccurate client information.
• Outcomes of AI-generated deliverables or reliance placed on them.
7.3 Time Limitation
Any claim must be brought within 12 months of completion of the Services.
8. Compliance & Ethics
• Both parties will comply with all anti-bribery, anti-corruption, and modern slavery laws, including the Australian Modern Slavery Act.
• Both parties should maintain a business continuity plan, covering risks including cyber incidents and AI system failures.
• We reserve the right to terminate this agreement if you engage in actions that could damage our reputation or integrity.
9. Term and Termination
• Agreement begins on the date in the SOW and continues until Services are completed or terminated.
• Either party may terminate with 30 days’ written notice, or immediately for breach, insolvency, reputational harm, or ethical violations.
• Upon termination, you must pay for all Services delivered up to that date and any non-cancellable expenses.
• Confidentiality, intellectual property, payment, and liability provisions survive termination.
Event Health & Safety
TFA reserves the right to refuse entry or request departure of any attendee who is unwell. Tickets are non-refundable for illness-related non-attendance. At TFA’s discretion, alternative options such as credits or access to future events may be provided if a valid medical certificate is supplied.
10. General Provisions
• We are an independent contractor.
• Neither party will directly solicit the other’s employees for six months post-engagement without consent.
• Neither party is liable for delays caused by events outside their control, including natural disasters, pandemics, civil unrest, cyberattacks, or AI system outages.
• Governing law is Victoria, Australia. For international engagements, the applicable law may vary and will be specified in the SOW or Event Terms.
• Parties will attempt good faith dispute resolution before legal action.
• Notices must be in writing and sent via email, certified mail, or courier.
11. Engagement and Payment Terms
• All payments must be made upfront and in advance of services commencing, unless otherwise agreed in writing and signed by TFA.
• For significant sums, milestone or scheduled payments may be considered, but these must also be agreed in writing before work commences.
• Payments are treated as prepayments and services will not begin until cleared funds are received.
• Refunds are not provided except in exceptional circumstances, at TFA’s sole discretion, and will be considered on a case-by-case basis.
• Payments for TFA services and events may be processed through third-party providers such as Stripe, PayPal, Eventbrite, Etix, or similar platforms. By making payment via these platforms, you agree to be bound by their respective terms in addition to these Terms. TFA is not responsible for errors, delays, or failures caused by such providers. Refunds, where applicable, will be processed in line with this policy and subject to the terms of the relevant payment platform.
12. Coaching, Mentoring, Advisory, and Programmes
• For discounted or complimentary sessions, failure to attend or cancellation results in forfeiture.
• After three late cancellations or no-shows, TFA may cancel the remainder of the programme with no refund.
• Outputs may incorporate AI tools and should not be relied upon as legal, tax, or financial advice.
13. Acceptance
By signing a SOW, making payment for events, attending events, or engaging in transactions with TFA, you agree to these Terms. This includes acceptance of publicity terms, AI-assisted services, and trademark restrictions.
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