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PrimeInsights General Terms and Conditions of Service

Please ensure to review the PrimeInsights Terms and Conditions, as PrimeInsights recommends that the client does not agree to use our services until the client has assessed them and are in agreement with its contents.

If the client is engaged in, or has been engaged in, an agreement with PrimeInsights for service provision, it is assumed that the client has accepted the terms set forth in these Terms and Conditions.

About these terms

PrimeInsights is an Australian consulting business, ABN 25 967 289 895, trading as PrimeInsights.

In these terms:

  • PrimeInsights, we, us and our refer to the proprietor trading as PrimeInsights.
  • Client, you and your refer to the individual or organisation engaging PrimeInsights or using our website.
  • Services means the consulting, advisory, research, strategy, facilitation, project support or other services we agree to provide.
  • Deliverables means reports, documents, presentations, recommendations or other materials specifically created for the Client as part of the Services.
  • Scope of Works means the scope, Services, Deliverables, fees, timing and other requirements agreed between PrimeInsights and the Client.

By asking PrimeInsights to commence work, approving a Scope of Works, accepting a quotation or proposal, or paying an invoice or deposit, you agree to these Terms and Conditions.

Scope of Works

The Services to be provided will be based on a Scope of Works agreed between PrimeInsights and the Client.

The Scope of Works may be agreed through a quotation, proposal, email correspondence, meeting notes, written instructions or another form of written agreement between the parties.

The Scope of Works may specify:

  • the Services to be provided;
  • the intended Deliverables;
  • the fees and payment arrangements;
  • estimated or agreed timeframes;
  • Client responsibilities;
  • project assumptions; and
  • any specific exclusions or limitations.

If there is an inconsistency between these Terms and Conditions and the agreed Scope of Works, the Scope of Works will take precedence to the extent of that inconsistency.

Any material change to the Scope of Works, fees, Deliverables or timing must be agreed between the parties.

Scope of Services

PrimeInsights will provide the Services with reasonable care, skill and diligence.

We may provide services including:

  • organisational and strategic consulting;
  • operational reviews and recommendations;
  • governance or program support;
  • stakeholder consultation;
  • research and analysis;
  • workshops and facilitation;
  • preparation of reports, plans and presentations; and
  • other services agreed with the Client.

The Services are limited to the agreed Scope of Works.

Unless expressly included in the Scope of Works, the Services do not include legal, taxation, accounting, investment, clinical or other regulated professional advice.

Client responsibilities

The Client must:

  1. provide complete, accurate and timely information reasonably required for the Services;
  2. ensure that information supplied to PrimeInsights may lawfully be provided and used;
  3. provide reasonable access to relevant personnel, documents and systems;
  4. nominate a person authorised to provide instructions and approvals;
  5. review drafts and provide feedback or approvals within agreed timeframes;
  6. promptly notify PrimeInsights if information previously supplied becomes inaccurate or incomplete; and
  7. make all final decisions and obtain any professional, regulatory, board or management approval required before implementing our recommendations.

PrimeInsights may rely on information supplied by the Client without independently verifying it unless verification is expressly included in the Scope of Works.

Delays in receiving information, access, feedback, instructions or approvals may affect delivery dates and may result in additional fees where additional work is required.

Sensitive and personal information

The Client should not provide personal, confidential or sensitive information that is unnecessary for the Services.

Where reasonably possible, information concerning donors, beneficiaries, clients, patients, employees, volunteers or other individuals should be anonymised or de-identified before being provided to PrimeInsights.

The Client is responsible for ensuring that it has all necessary permissions, consents and lawful authority to provide information to PrimeInsights.

Any specific security, confidentiality, data residency or information-handling requirements must be disclosed and agreed before the relevant information is supplied.

Fees, GST and expenses

The Client must pay the fees agreed as part of the Scope of Works.

Fees may be calculated as:

  • a fixed project fee;
  • an hourly or daily rate;
  • a recurring retainer;
  • a milestone-based fee; or
  • another agreed pricing arrangement.

Unless stated otherwise:

  1. all fees are quoted in Australian dollars;
  2. GST will be added to the quoted fees where applicable;
  3. reasonable third-party costs and out-of-pocket expenses are additional; and
  4. significant third-party costs or expenses will be approved with the Client before they are incurred.

Where an amount is stated to be inclusive of GST, no additional GST will be added to that amount.

PrimeInsights will provide a valid tax invoice for taxable supplies.

Invoices and payment

Unless otherwise agreed in the Scope of Works, invoices are payable within seven calendar days of the invoice date.

PrimeInsights may require:

  • an upfront deposit;
  • payment in advance;
  • progress payments;
  • payment upon completion of agreed milestones; or
  • recurring payments for ongoing Services.

The Client must notify PrimeInsights of any genuine invoice dispute within seven calendar days of receiving the invoice and explain the basis of the dispute.

The Client must pay any undisputed portion of an invoice by the original due date.

If an invoice becomes overdue, PrimeInsights may, after giving reasonable written notice:

  1. suspend the Services until the overdue amount is paid;
  2. adjust project timeframes to account for the suspension;
  3. decline to release final Deliverables; and
  4. recover reasonable costs directly incurred in collecting the overdue amount.

PrimeInsights will not suspend Services solely because of an amount that is subject to a genuine unresolved dispute, except where reasonably necessary to avoid incurring further costs.

Changes to the Scope of Works

The Client may request changes to the Services or Deliverables.

PrimeInsights will advise the Client where a requested change is likely to affect:

  • fees;
  • delivery dates;
  • required resources;
  • project assumptions; or
  • the nature or extent of the Deliverables.

PrimeInsights is not required to commence additional or changed work until the parties have agreed to the revised Scope of Works and any associated fees.

Changes may be agreed by email or another written form of communication.

Timeframes

Any delivery date or project timetable is an estimate unless expressly agreed in writing as a fixed deadline.

PrimeInsights will make reasonable efforts to meet agreed timeframes but is not responsible for delays caused by:

  • delayed Client instructions, information, access or approvals;
  • changes to the Scope of Works;
  • third-party delays;
  • events outside PrimeInsights’ reasonable control; or
  • circumstances that could not reasonably have been anticipated when the timeframe was agreed.

Where a delay occurs, PrimeInsights will notify the Client and propose a revised timeframe where appropriate.

Cancellation and termination

Either party may terminate an engagement by giving written notice in accordance with the agreed Scope of Works.

If no notice period has been agreed, either party may terminate the engagement by giving 14 calendar days’ written notice.

Either party may terminate an engagement immediately if the other party:

  1. commits a serious breach that cannot reasonably be remedied;
  2. fails to remedy a remediable breach within a reasonable period after receiving written notice;
  3. engages in unlawful, abusive, threatening or seriously inappropriate conduct connected with the engagement; or
  4. becomes insolvent or ceases carrying on business.

When an engagement ends, the Client must pay:

  • fees for Services performed up to the termination date;
  • approved expenses already incurred;
  • non-cancellable third-party commitments entered into for the engagement; and
  • reasonable costs associated with concluding or transferring the work.

Any unused portion of fees paid in advance will be refunded after deducting amounts properly payable to PrimeInsights.

Clauses concerning payment, confidentiality, intellectual property, liability and dispute resolution continue after termination.

Intellectual property

Client materials

The Client retains ownership of information, documents, branding, data and other materials supplied by the Client.

The Client grants PrimeInsights a limited licence to use those materials solely for the purpose of providing the Services.

The Client warrants that it has the necessary rights and permissions to provide those materials and permit their use.

PrimeInsights materials

PrimeInsights retains ownership of:

  • pre-existing materials;
  • consulting methodologies;
  • frameworks;
  • templates;
  • processes;
  • know-how;
  • tools;
  • systems;
  • working methods; and
  • materials developed independently of the Client’s engagement.

These are referred to as PrimeInsights Materials.

Deliverables

Unless otherwise agreed as part of the Scope of Works, once the Client has paid all amounts relating to the engagement, the Client receives a perpetual, non-exclusive licence to use the final Deliverables for its internal organisational and operational purposes.

PrimeInsights retains ownership of any PrimeInsights Materials contained within the Deliverables.

The Client must not sell, commercially license, publish or distribute the Deliverables to third parties unless:

  1. this is reasonably necessary for the Client’s organisational activities;
  2. the agreed Scope of Works permits it; or
  3. PrimeInsights provides written permission.

The Client may provide Deliverables to its board members, employees, volunteers, professional advisers, funding bodies or relevant government agencies where reasonably required for its activities.

Drafts, working papers, research notes and internal project files remain the property of PrimeInsights and do not form part of the final Deliverables unless expressly agreed.

Confidentiality

Each party must keep confidential information received from the other party secure and must not disclose it except:

  • for the purpose of performing or receiving the Services;
  • to personnel, contractors or advisers who need the information and are subject to confidentiality obligations;
  • with the other party’s consent;
  • where the information is already lawfully public;
  • where the receiving party already lawfully possessed the information;
  • where the information was independently developed without reference to the confidential information; or
  • where disclosure is required by law.

PrimeInsights may use general knowledge, skills and experience gained during an engagement, provided this does not identify the Client or disclose the Client’s confidential information.

PrimeInsights will not publicly identify the Client or use the Client’s name or logo in marketing materials without permission.

Privacy

PrimeInsights may collect and use personal information for purposes including:

  • responding to enquiries;
  • supplying and administering the Services;
  • communicating with Clients and stakeholders;
  • issuing invoices and processing payments;
  • maintaining business and project records;
  • meeting legal obligations; and
  • improving our Services and website.

Personal information will be handled in accordance with the PrimeInsights Privacy Policy and applicable Australian privacy laws.

The PrimeInsights Privacy Policy should be read separately from these Terms and Conditions.

Recommendations and Client decisions

PrimeInsights may provide observations, options, analysis and recommendations based on:

  • the agreed Scope of Works;
  • information available at the time;
  • assumptions identified in the Deliverables;
  • information provided by the Client and relevant third parties; and
  • PrimeInsights’ professional experience and judgement.

The Client remains responsible for:

  1. deciding whether to accept or implement a recommendation;
  2. assessing whether a recommendation is suitable for its organisation;
  3. obtaining board, management, funding-body or regulatory approval where required;
  4. obtaining specialist professional advice where appropriate; and
  5. monitoring the outcomes of any decision or implementation.

PrimeInsights does not guarantee that a recommendation will produce a particular financial, operational, funding, organisational or other outcome.

Third-party services and information

The Services or Deliverables may refer to third-party information, software, platforms, suppliers or service providers.

PrimeInsights does not control third-party products or services and is not responsible for their availability, performance, pricing, security, conduct or terms.

Any decision to engage or rely on a third party remains the Client’s responsibility unless PrimeInsights has expressly agreed in writing to manage that third party on the Client’s behalf.

Australian Consumer Law

Nothing in these Terms and Conditions excludes, restricts or modifies any right, guarantee, remedy or other protection that cannot lawfully be excluded under the Australian Consumer Law or another applicable law.

Where the Australian Consumer Law permits liability for a failure to comply with a consumer guarantee to be limited, PrimeInsights’ liability is limited, at its option, to:

  1. supplying the Services again; or
  2. paying the reasonable cost of having the Services supplied again.

This limitation does not apply where it would be unlawful or where the Services are of a kind ordinarily acquired for personal, domestic or household use or consumption.

Liability

To the maximum extent permitted by law:

  1. PrimeInsights is not liable for indirect, incidental, special or consequential loss;
  2. PrimeInsights is not liable for loss of profit, revenue, opportunity, funding, anticipated savings, goodwill or data, except where such liability cannot lawfully be excluded;
  3. PrimeInsights is not liable for loss caused by inaccurate, incomplete or delayed information supplied by the Client or a third party;
  4. PrimeInsights is not liable for decisions made or actions taken outside the agreed Scope of Works or contrary to our written recommendations; and
  5. PrimeInsights’ total aggregate liability arising from an engagement is limited to the total fees paid or payable to PrimeInsights for the Services giving rise to the claim during the six months preceding the event giving rise to the liability.

The liability cap does not apply to fraud, wilful misconduct or any liability that cannot lawfully be limited.

Each party must take reasonable steps to minimise any loss it suffers.

Website information

Information published on the PrimeInsights website is general information only.

Website content:

  • does not take account of your organisation’s particular circumstances;
  • is not a substitute for advice provided as part of an agreed consulting engagement;
  • must not be relied on as legal, financial, taxation, accounting or other regulated professional advice; and
  • may be changed or updated without notice.

Although PrimeInsights takes reasonable care when preparing website content, we do not guarantee that all content will always be complete, current or free from error.

Website use

You must not use the PrimeInsights website:

  • for an unlawful or fraudulent purpose;
  • to infringe another person’s rights;
  • to introduce malicious software or harmful code;
  • to interfere with the website’s operation or security;
  • to attempt unauthorised access to the website or related systems;
  • to collect information about other users without authority; or
  • in a way that could damage PrimeInsights or another person.

PrimeInsights may restrict or block access where reasonably necessary to protect the website, its users or its systems.

Website intellectual property

Unless otherwise stated, PrimeInsights owns or is licensed to use the text, branding, graphics, layouts, documents and other content displayed on the website.

You may view, print or download website content for personal or internal organisational use.

You must not reproduce, republish, modify, sell or commercially exploit website content without prior written permission, except where permitted by law.

External links

The website may contain links to third-party websites.

These links are provided for convenience and do not constitute an endorsement or guarantee of the third party or its content, services, security or privacy practices.

PrimeInsights is not responsible for third-party websites.

Force majeure

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, where the delay or failure is caused by circumstances outside that party’s reasonable control.

The affected party must:

  1. notify the other party as soon as reasonably practicable;
  2. take reasonable steps to minimise the effects of the event; and
  3. resume performance as soon as reasonably practicable.

If the event prevents substantial performance of the Services for more than 30 days, either party may terminate the affected engagement by written notice.

Dispute resolution

If a dispute arises, the parties must first attempt to resolve it through good-faith discussions.

A party raising a dispute must provide written notice describing:

  • the nature of the dispute;
  • the outcome sought; and
  • any relevant supporting information.

The parties must allow at least 10 business days for discussions before commencing court proceedings.

If the dispute remains unresolved, the parties should attempt mediation in Western Australia before commencing court proceedings.

This clause does not prevent either party from seeking urgent interlocutory or injunctive relief or pursuing recovery of an undisputed overdue debt.

Notices

A notice under these Terms and Conditions must be given in writing.

A notice may be sent by email to the most recent email address supplied by the receiving party.

An email is taken to have been received on the next business day after it is sent unless the sender receives a delivery failure notification.

Changes to these terms

PrimeInsights may update these Terms and Conditions from time to time.

The version applying to a particular engagement will ordinarily be the version available when the Scope of Works was agreed.

Material changes will not retrospectively alter an existing engagement unless:

  • the parties agree to the change;
  • the change is required by law; or
  • the change does not materially disadvantage the Client.

The current website-use terms apply whenever the website is accessed.

General provisions

Neither party may transfer its rights or obligations under an engagement without the other party’s written consent, which must not be unreasonably withheld.

PrimeInsights may use suitably qualified employees, contractors or specialist service providers to assist in delivering the Services. PrimeInsights remains responsible for managing their contribution to the engagement.

A failure or delay in exercising a right does not waive that right.

If part of these Terms and Conditions is invalid or unenforceable, that part will be read down or removed to the minimum extent necessary. The remainder will continue to apply.

These Terms and Conditions and the agreed Scope of Works constitute the entire agreement concerning the Services and replace earlier representations or discussions concerning the same subject matter.

Nothing in these Terms and Conditions creates an employment, partnership, joint venture, fiduciary or agency relationship between the parties.

Governing law

These Terms and Conditions are governed by the laws of Western Australia.

The parties submit to the jurisdiction of the courts of Western Australia and any courts entitled to hear appeals from them.

Contact details

Questions about these Terms and Conditions may be directed to:

PrimeInsights
ABN: 25 967 289 895
Business address: Perth, Western Australia
Email: [email protected]
Website: https://www.primeinsights.com.au/