Terms & Conditions

1. Introduction and Acceptance

These Terms and Conditions (“Terms”) govern the provision of business consulting, project management, operational solutions and related professional services (“Services”) by CMC Solutions Wa Pty Ltd (ABN 92 697 116 171; ACN 697 116 171) (“CMC Solutions Wa”, “we”, “us” or “our”) to our clients (“Client”, “you” or “your”).

By engaging our Services, accepting a proposal, signing a service agreement or otherwise instructing us to commence work, you agree to be bound by these Terms. If you do not accept these Terms, please do not engage our Services.

These Terms are intended to be read alongside any specific engagement letter, Statement of Work or service agreement we provide to you. In the event of any inconsistency between these Terms and a specific engagement document, the terms of the specific engagement document will prevail to the extent of that inconsistency.

2. Our Services

CMC Solutions Wa provides professional business consulting and related services to commercial clients across Western Australia and beyond. The specific scope of Services for each engagement will be set out in a written proposal, Statement of Work or engagement letter agreed between us and the Client prior to commencement of work.

We reserve the right to decline any engagement at our absolute discretion, including where we consider there may be a conflict of interest or where the scope of work is outside our area of expertise.

3. Australian Consumer Law

Nothing in these Terms is intended to exclude, restrict or modify rights that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), including Schedule 2, the Australian Consumer Law (“ACL”), or any other applicable Commonwealth, State or Territory legislation.

Under the ACL, consumers may be entitled to certain guarantees in relation to services, including that services will be rendered with due care and skill, that any materials supplied in connection with the services will be reasonably fit for the purpose for which they are supplied, and that the services will be fit for any particular purpose made known to us.

Where our services are provided to a “consumer” as defined in the ACL, and we are in breach of a consumer guarantee that cannot be excluded, our liability is limited (at our option) to:

• The supply of the services again; or
• The payment of the cost of having the services supplied again.

4. Fees, Payment and GST

Our fees for each engagement will be specified in the relevant proposal or engagement letter. Unless otherwise stated, all fees are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST).

Where applicable, GST will be added to our fees at the prevailing rate and will be separately itemised on our invoices. We are a GST-registered entity.

Payment terms will be specified in the relevant proposal or engagement letter. Unless otherwise agreed, invoices are payable within fourteen (14) days of the invoice date. We reserve the right to charge interest on overdue amounts at the rate of 10% per annum, calculated daily from the due date until payment is received in full.

We reserve the right to suspend or cease provision of Services where invoices remain unpaid beyond the due date and a further fourteen (14) days’ written notice has been provided.

5. Client Obligations

To enable us to deliver the Services effectively, you agree to:

• Provide us with timely access to the information, personnel, premises and systems reasonably necessary for the performance of the Services
• Ensure that information and materials you provide to us are accurate, complete and not misleading
• Appoint a nominated contact person with authority to provide instructions and approvals on your behalf
• Review and provide feedback on any deliverables within the timeframes specified in the engagement documents
• Comply with all applicable laws in relation to your use of the Services and our deliverables

We will not be liable for any delay, failure or deficiency in the Services that is caused or contributed to by the Client’s failure to comply with the above obligations.

6. Intellectual Property

Unless otherwise agreed in writing:

• All pre-existing intellectual property owned by CMC Solutions Wa (including our methodologies, tools, templates and frameworks) remains our sole property. We grant you a non-exclusive, non-transferable licence to use such pre-existing intellectual property solely for your internal business purposes in connection with the Services.
• Intellectual property in deliverables created specifically for you under an engagement will, upon receipt of full payment, vest in you. Any such deliverables that incorporate our pre-existing intellectual property are licensed to you as above.
• You warrant that any materials, data or information you provide to us for use in the performance of the Services do not infringe the intellectual property rights of any third party.

7. Confidentiality

Each party agrees to keep confidential all information received from the other party in connection with an engagement that is designated as confidential or that a reasonable person would understand to be confidential in nature (“Confidential Information”). Each party agrees not to disclose the other party’s Confidential Information to any third party without prior written consent, except:

• To its employees, contractors or professional advisors on a need-to-know basis, subject to appropriate confidentiality obligations
• As required by law, regulation or court order
• Where the information is or becomes publicly available through no fault of the receiving party

This confidentiality obligation survives the termination or expiry of any engagement for a period of three (3) years.

8. Limitation of Liability

To the maximum extent permitted by applicable law (including the ACL), and subject to clause 3 above:

• Our total liability to you in connection with any engagement is limited to the total fees paid by you to us under that engagement
• We are not liable for any indirect, incidental, consequential, special or punitive loss or damage, loss of profit, loss of revenue, loss of data, loss of opportunity or loss of goodwill arising from or in connection with the Services, even if we have been advised of the possibility of such loss
• We are not liable for any loss or damage caused or contributed to by your failure to comply with your obligations under clause 5

9. Termination

Either party may terminate an engagement by providing not less than fourteen (14) days’ written notice to the other party. Upon termination:

• You remain liable for all fees and expenses incurred up to and including the effective date of termination
• We will deliver to you all deliverables substantially completed up to the date of termination
• Each party must promptly return or destroy the other party’s Confidential Information (subject to any retention required by law)

We may terminate an engagement immediately by written notice where you commit a material breach of these Terms that is not remedied within seven (7) days of written notice requiring remedy, or where you become insolvent or subject to an external administration process.

10. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or any engagement, the parties agree to first attempt to resolve the dispute by good faith negotiation. If the dispute cannot be resolved by negotiation within twenty-one (21) days of one party providing written notice of the dispute to the other, either party may refer the dispute to mediation administered by the Resolution Institute or a mutually agreed mediator.

If mediation is unsuccessful, either party may pursue resolution through the courts. These Terms are governed by the laws of Western Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia.

11. General

Entire Agreement: These Terms, together with any applicable engagement letter, proposal or Statement of Work, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior representations, agreements or understandings.

Variation: We may update these Terms from time to time. Updated Terms will be published on our website and will apply to engagements commenced after the date of publication.

Severability: If any provision of these Terms is found to be invalid, unenforceable or illegal, that provision will be severed and the remaining provisions will continue in full force and effect.

Waiver: A failure by either party to exercise or enforce any right under these Terms does not constitute a waiver of that right.

Relationship: CMC Solutions Wa is an independent contractor. Nothing in these Terms creates an employment, agency, partnership or joint venture relationship between the parties.

12. Contact

For any questions relating to these Terms and Conditions, please contact:

CMC Solutions Wa Pty Ltd
ABN 92 697 116 171 | ACN 697 116 171
West Swan, Western Australia 6055
Email: ceo@cmcsolutionswapty.site