Terms of Service

1. About these terms

These terms, together with any accepted quote, proposal or statement of work, form the agreement between you and Makeway. If there is any inconsistency between these terms and an accepted quote or proposal, the accepted quote or proposal prevails to the extent of the inconsistency.

2. Our services

We provide professional business and consulting services, including strategy, advisory, operational improvement and related support, as described on our services page. The specific scope, deliverables, timelines and fees applicable to your engagement will be set out in the quote or proposal we provide to you.

Any indicative timeframes we communicate are estimates only and do not constitute contractual commitments, unless expressly agreed in writing.

3. Engagement and quotes

• Quotes provided by us are valid for 30 days from the date of issue, unless otherwise stated.
• An engagement commences only when you accept a quote or proposal in writing (including by email) and any deposit or upfront payment we require has been received.
• The scope of work is limited to what is set out in the accepted quote or proposal. Additional work requested by you may incur additional fees, which we will confirm with you before proceeding where practicable.
• You warrant that any information, documents and access you provide to us are accurate, complete and lawfully obtained, and that you have the authority to engage us in relation to the relevant matter.

4. Fees, invoicing and payment

• Fees are as set out in the accepted quote or proposal and are payable in Australian dollars.
• We will issue tax invoices for our fees. Invoices are payable within 14 days of the date of issue, unless otherwise agreed in writing.
• Deposits or retainers, where required, are applied against fees as work progresses and are non-refundable except as required by law.
• We may charge interest on overdue amounts at a rate of 2% per annum above the Reserve Bank of Australia cash rate, calculated daily.
• If an invoice remains overdue for more than 30 days, we may suspend performance of the services until the outstanding amount is paid.

5. GST

Unless stated otherwise, all fees and amounts referred to in these terms or in a quote are exclusive of goods and services tax (GST). Where a supply made under these terms is subject to GST, you must pay the GST amount in addition to the fee for that supply, on receipt of a tax invoice.

6. Your obligations

To enable us to perform the services effectively, you agree to:

• provide timely access to relevant personnel, records, systems and premises;
• respond to reasonable requests for information and decisions within agreed timeframes;
• comply with all laws applicable to your business and the engagement;
• promptly notify us of any change to your circumstances, requirements or key contacts that may affect the services.

We are not liable for delays or deficiencies in the services caused by your failure to meet these obligations.

7. Australian Consumer Law

Nothing in these terms excludes, restricts or modifies any rights you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded, restricted or modified, including statutory consumer guarantees relating to the supply of services.

If we fail to comply with a statutory consumer guarantee that applies to services we supply to you and the failure is not a major failure, our liability is limited (to the extent permitted by law) to one of the following, at our election: resupplying the services; or paying you the reasonable cost of having the services resupplied.

8. Limitation of liability

To the fullest extent permitted by law, and subject always to clause 7:

• we are not liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, arising from or connected to the services;
• our total aggregate liability for any claim arising out of or in connection with the engagement is limited to the total fees paid by you under that engagement in the 6 months preceding the event giving rise to the claim;
• any advice, materials or deliverables we provide are based on the information available to us at the time and on generally accepted professional standards. We are not liable for outcomes resulting from decisions you make or implementation choices you adopt outside the agreed scope of work.

This clause does not apply to liability that cannot be limited by law, including liability for death or personal injury caused by our negligence, or for fraud.

9. Intellectual property

All pre-existing intellectual property owned by us, including our methodologies, frameworks, templates and tools, remains our property. Upon full payment of all fees due for the relevant engagement, you receive a perpetual, non-exclusive, non-transferable licence to use deliverables created specifically for you for your internal business purposes.

You retain ownership of the materials and information you provide to us. You grant us a limited licence to use such materials solely for the purpose of performing the services.

10. Confidentiality

Each party must keep confidential all non-public information obtained from the other party in connection with the engagement and use it only for the purpose of performing the agreement. This obligation does not apply to information that is public knowledge, independently developed, or required to be disclosed by law, and survives completion or termination of the engagement.

11. Privacy

We handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). By engaging us, you consent to us collecting, using and disclosing personal information as described in that policy.

12. Suspension and termination

Either party may terminate the engagement with 14 days' written notice. We may terminate the engagement immediately by written notice if:

• you fail to pay an amount properly due and payable within 30 days of a written reminder;
• you commit a material breach of these terms and fail to remedy it within 14 days of notice; or
• an insolvency event occurs in relation to you.

On termination, you must pay for all services performed and expenses reasonably incurred up to the date of termination. Clauses relating to payment, intellectual property, confidentiality, limitation of liability, dispute resolution and governing law survive termination.

13. Force majeure

We are not liable for delay or failure to perform the services caused by events beyond our reasonable control, including natural disasters, industrial action, government restrictions, pandemics or failures of third-party infrastructure. Where such an event continues for more than 30 days, either party may terminate the affected engagement on written notice, and you remain liable for services performed to that date.

14. Dispute resolution

If a dispute arises out of or in connection with these terms, the parties agree to first attempt to resolve it by good-faith negotiation between nominated representatives within 14 days of a written notice of dispute. If the dispute is not resolved by negotiation, the parties may agree to mediation or another alternative dispute resolution process before commencing proceedings, except where urgent relief is required.

15. General provisions

• Governing law: These terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.
• Severability: If any provision of these terms is held to be invalid or unenforceable, the remaining provisions continue in full force.
• Assignment: You may not assign or transfer your rights under these terms without our prior written consent.
• Amendments: We may update these terms from time to time. The version applying to your engagement is the version published on our website at the date you accept a quote, unless a later version is agreed in writing.
• Entire agreement: These terms, together with the accepted quote or proposal, constitute the entire agreement between the parties regarding the services and supersede prior discussions.

16. Contact

If you have any questions about these terms, please contact Makeway Pty Ltd (ABN 62 703 585 559):

• Email: ceo@makewayau.online
• Via our contact page

We are based in Melbourne VIC, Australia, and provide services to clients across Australia.