TFA Terms of Engagement
Think Fresh Advisory (TFA)
Standard Terms of Engagement
Effective Date: 9 March 2026
These Standard Terms of Engagement ("Terms") govern all professional services provided by Think Fresh Advisory Pty Ltd ("we", "us", "our", "TFA" or "Think Fresh") to the client identified in the accompanying Statement of Work or Engagement Letter ("SOW") ("you", "your", or "Client").
Together with the applicable Engagement Letter or Statement of Work, these documents form the complete agreement between the parties ("Agreement").
Think Fresh Advisory operates proprietary initiatives including:
• The Executive Spheretable™ (registered trademark)
• Capability Classroom
• 40UNDER40
• 40UNDER40 Australia
These initiatives and associated formats are owned and operated by Think Fresh Advisory.
1. Our Services
1.1 Scope of Services
Think Fresh Advisory will provide the Services described in the applicable Statement of Work.
Any material change to the scope must be agreed in writing between the parties.
1.2 Our Approach
Think Fresh Advisory will:
• perform the Services with reasonable care, skill and diligence
• assign appropriately qualified personnel
• tailor our delivery approach to the Client’s requirements
• provide updates or progress reports where specified in the SOW
1.3 Limitations
Unless expressly stated in the SOW, Think Fresh Advisory does not provide:
• legal advice
• tax advice
• accounting advice
• financial or investment advice
Think Fresh Advisory is not responsible for the implementation of recommendations unless expressly included within the SOW.
Think Fresh Advisory is also not responsible for delays or errors arising from reliance on third-party systems, technology platforms or AI tools used in the course of delivering the Services.
1.4 Performance Review
Think Fresh Advisory may conduct periodic reviews of performance against agreed deliverables and may request feedback from the Client regarding the effectiveness of the Services.
1.5 Delivery Team and Personnel Substitution
Think Fresh Advisory may allocate personnel from its internal team, partner network, contractors or broader professional talent pool to deliver the Services.
Where individuals are identified in the Statement of Work, those individuals may be replaced or supplemented at Think Fresh Advisory’s discretion if they become unavailable, cease to be engaged by Think Fresh Advisory, or where operational requirements require alternative resourcing.
Think Fresh Advisory reserves the right to substitute or deploy other suitably qualified consultants, partners or specialists to ensure continuity and effective delivery of the Services.
Any substitute personnel will possess skills and experience reasonably appropriate for the Services.
Where reasonably practicable, Think Fresh Advisory will notify the Client of material changes to the delivery team.
The Client acknowledges that Think Fresh Advisory operates a flexible professional services model and delivery may involve a combination of internal consultants, affiliated experts and trusted external specialists.
1.6 Scope Changes and Additional Services
The Services are limited to those expressly described in the applicable Statement of Work.
If the Client requests services, deliverables, meetings, workshops, analysis or support that fall outside the agreed scope, Think Fresh Advisory may treat such work as Additional Services.
Additional Services may be provided at Think Fresh Advisory’s discretion and will be charged at the applicable consulting rates or as otherwise agreed in writing.
Think Fresh Advisory is not obliged to perform Additional Services until a revised scope or written variation has been agreed.
1.7 Post-Engagement Assistance
Unless expressly included in the Statement of Work, Think Fresh Advisory has no obligation to provide ongoing support following completion of the Services.
Any post-engagement support, additional workshops, updates, clarifications or implementation assistance requested by the Client may be treated as Additional Services and charged at Think Fresh Advisory’s prevailing consulting rates.
2. Client Responsibilities
The Client agrees to:
• provide timely, accurate and complete information
• ensure relevant personnel are available where required
• nominate a primary contact person
• disclose any constraints that may affect delivery
2.1 Client Decision Responsibility
Think Fresh Advisory provides advisory services only.
The Client remains solely responsible for all business, operational, commercial and strategic decisions arising from the Services.
The Client acknowledges that Think Fresh Advisory’s recommendations are based on information available at the time and should be evaluated independently before implementation.
Think Fresh Advisory will not be responsible for decisions taken, actions implemented or outcomes resulting from the Client’s reliance on the Services.
3. Fees and Payment
3.1 Fee Structure
Fees will be structured as outlined in the applicable Statement of Work and may include:
• fixed fees
• retainers
• milestone payments
• time-and-materials arrangements
Invoices will be issued in accordance with the SOW and may include additional work agreed in writing.
Fees exclude GST, VAT or applicable taxes unless stated otherwise.
3.2 Expenses
Reasonable expenses incurred in delivering the Services may be charged to the Client.
Where Think Fresh Advisory anticipates expenses exceeding AUD $1,000, written approval will be sought from the Client before such costs are incurred.
Expenses may include:
• travel and accommodation
• venue or event costs
• specialist technology platforms
• third-party experts required for delivery
3.3 Payment Terms
Invoices are due within fifteen (15) days of the invoice date, unless otherwise agreed in writing.
Payments must be made in cleared funds using the payment method stated on the invoice.
Think Fresh Advisory reserves the right to pause, delay or suspend Services where invoices remain unpaid.
3.4 Event Payments
For Think Fresh Advisory programmes and events including:
• The Executive Spheretable™
• Capability Classroom
• 40UNDER40
• 40UNDER40 Australia
payment is required immediately at registration in order to secure participation.
Seats are not confirmed until payment is received.
3.5 Late Payment Fees
Where payment is not received within the agreed terms:
• a $99 late payment administration fee will apply
• interest equal to 25% of the outstanding invoice balance per month will accrue until paid
Think Fresh Advisory may suspend Services or withhold deliverables until payment is received.
4. Intellectual Property
4.1 Ownership
Pre-existing intellectual property remains the property of its original owner.
Upon full payment, the Client will own deliverables created specifically for them.
Think Fresh Advisory retains ownership of underlying materials including:
• methodologies
• frameworks
• templates
• models
• training materials
• proprietary processes
Clients receive a non-exclusive licence for internal use only.
4.2 Think Fresh Advisory Brands and Programmes
Think Fresh Advisory operates proprietary initiatives including:
• The Executive Spheretable™ (registered trademark)
• Capability Classroom
• 40UNDER40
• 40UNDER40 Australia
These brands and programme formats may not be reproduced without written permission.
4.3 AI-Generated Content
Where AI technologies support delivery, outputs may contain inaccuracies.
Clients acknowledge reliance on such outputs remains at their own risk.
5. Confidentiality, Media and Testimonials
5.1 Confidentiality
Both parties agree to maintain confidentiality of non-public information disclosed during the engagement.
5.2 Privacy
Think Fresh Advisory complies with applicable privacy laws including the Australian Privacy Act and international privacy frameworks.
5.3 Event Media
Think Fresh Advisory events may involve photography, audio or video recording.
By attending events participants consent to such recording.
5.4 Testimonials and Social Media
Feedback, testimonials or commentary relating to Think Fresh Advisory activities may be used for promotional or editorial purposes.
This may include commentary shared:
• during events
• via surveys
• on publicly accessible platforms such as LinkedIn.
6. Insurance
Think Fresh Advisory maintains professional indemnity and liability insurance.
7. Limitation of Liability
Total liability is limited to the fees paid for the relevant engagement.
Think Fresh Advisory is not liable for indirect losses, loss of profits or third-party claims.
Claims must be brought within 12 months.
8. Compliance and Conduct
Both parties agree to comply with applicable laws including anti-bribery and modern slavery legislation.
Participants must behave respectfully during events.
Think Fresh Advisory may remove disruptive participants.
9. Non-Solicitation of Personnel
During the engagement and for 12 months following completion, the Client must not solicit or hire Think Fresh Advisory personnel involved in delivering the Services.
If the Client wishes to engage such individuals, Think Fresh Advisory may charge a placement fee of 30% of the individual’s first-year remuneration or contract value.
10. Use of Deliverables and Third-Party Reliance
Deliverables are prepared solely for the Client.
They may not be distributed to third parties without written consent.
Think Fresh Advisory accepts no liability to any third party relying on such materials.
11. Termination
Either party may terminate with 30 days written notice.
Payment remains due for Services delivered up to termination.
12. Force Majeure
Neither party will be liable for delays caused by events outside reasonable control including natural disasters, pandemics or infrastructure failures.
13. Coaching and Programme Attendance
Failure to attend coaching sessions may result in forfeiture.
Repeated cancellations may result in termination of the programme.
14. Acceptance
By signing a Statement of Work, making payment, attending events or engaging Think Fresh Advisory services, the Client agrees to these Terms.
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