Service Agreement

1. Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:

2. Scope of Services and Audit Deliverables

2.1 Services Provided

The Consultant agrees to provide the following services as specified in the Engagement Letter. The exact scope, registration groups, and practice areas to be audited will be confirmed in writing prior to commencement:

2.2 Audit Deliverables

Upon completion of each engagement, the Consultant will provide the Client with the following deliverables, as applicable to the scope of the engagement:

1. A comprehensive written report detailing findings, conformances, non-conformances (minor and major), and observations against the relevant NDIS Practice Standards and Quality Indicators.
2. A prioritised corrective action plan identifying required remediation steps, responsible parties, and recommended timelines for resolution.
3. Updated or newly developed policies, procedures, and templates where included in the engagement scope.
4. A summary of staff interview outcomes and recommendations for training or competency development.
5. An executive summary suitable for presentation to the Client's board or management team.

2.3 What the Audit Covers

The specific registration groups, modules, and practice areas to be audited will be documented in the Engagement Letter. The Consultant will assess compliance against the applicable NDIS Practice Standards, including but not limited to: governance and operational management, provision of supports, the support environment, and any supplementary modules relevant to the Client's registration groups. The audit scope may be adjusted by mutual written agreement during the engagement if additional areas of concern are identified.

2.4 Limitations of Services

The Consultant provides expert guidance and professional opinions based on current NDIS Practice Standards and regulatory requirements. The Services do not constitute legal advice. The Consultant cannot guarantee specific audit outcomes, as final certification and registration decisions rest with independent certification bodies and the NDIS Quality and Safeguards Commission. The Client acknowledges that compliance is an ongoing obligation and that the Consultant's assessment reflects the state of compliance at the time of the audit.

3. Processing Days, Timelines, and Scheduling

3.1 Standard Processing Timelines

The Consultant will endeavour to complete all engagements within the timelines set out below, subject to the Client's timely provision of all required documentation and access. Processing Days are calculated as business days (Monday to Friday, excluding Australian national and state public holidays).

3.2 Client Obligations Affecting Timelines

The timelines set out in Section 3.1 are contingent upon the Client providing all requested documentation, access to staff, and responses to queries within a reasonable timeframe. Delays caused by the Client's failure to provide required materials will extend the Processing Days on a day-for-day basis. The Consultant will notify the Client in writing if any delay is anticipated due to incomplete information.

3.3 Scheduling and Rescheduling

Audit dates and consultation times are scheduled by mutual agreement. The Client may reschedule an engagement with a minimum of five (5) Processing Days' written notice without penalty. Rescheduling with less than five (5) Processing Days' notice may incur a rescheduling fee of up to 25% of the engagement fee. Failure to attend a scheduled engagement without prior notice will be treated as a cancellation, and the full engagement fee may be charged.

4. Fees, Payment Terms, and Expenses

4.1 Fee Structure

Fees for the Services are set out in the Engagement Letter and on the Consultant's published pricing schedule. All fees are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST), which will be added at the prevailing rate. The Consultant reserves the right to update its pricing schedule from time to time; however, any fee changes will not affect engagements already confirmed in writing.

4.2 Payment Terms

Payment is due as follows unless otherwise agreed in the Engagement Letter:

• Consultations and single-day services: Full payment is required at the time of booking or prior to the commencement of the service.
• Multi-day engagements: A non-refundable deposit of 50% is due upon acceptance of the Engagement Letter, with the balance due upon delivery of the final report or deliverables.
• Registration packages: Payment is structured in milestones as set out in the Engagement Letter, typically 50% upfront and 50% upon submission of the registration application.
• Ongoing retainer arrangements: Monthly invoices are issued on the first business day of each month, payable within fourteen (14) days of the invoice date.

4.3 Late Payment

Invoices not paid within fourteen (14) days of the due date will incur a late payment fee of 2% per month on the outstanding balance. The Consultant reserves the right to suspend Services until all overdue amounts are paid in full. The Client is responsible for all costs incurred in recovering overdue payments, including reasonable legal and collection fees.

4.4 Travel and Expenses

Where the Services require travel to the Client's premises or other locations, reasonable travel expenses (including airfares, accommodation, meals, and ground transport) will be charged at cost and invoiced separately. Travel expenses exceeding $500 will be pre-approved by the Client in writing. For regional and remote engagements, a travel loading may apply as specified in the Engagement Letter.

5. Mutual Non-Disclosure Agreement (NDA)

5.1 Consultant's Confidentiality Obligations

The Consultant agrees to:

1. Keep strictly confidential all information provided by the Client, including but not limited to: organisational policies, procedures, financial records, participant information, staff details, operational data, and any information obtained during the course of audits and consultations.
2. Not disclose, publish, or otherwise reveal any Confidential Information of the Client to any third party without the Client's prior written consent, except where required by law, regulation, or a lawful order of a court or regulatory authority.
3. Use the Client's Confidential Information solely for the purpose of performing the Services under this Agreement.
4. Ensure that all employees, contractors, and agents of the Consultant who have access to the Client's Confidential Information are bound by obligations of confidentiality no less restrictive than those contained in this Agreement.
5. Implement and maintain appropriate technical and organisational measures to protect the Client's Confidential Information from unauthorised access, use, or disclosure, including compliance with the Australian Privacy Principles under the Privacy Act 1988 (Cth).
6. Upon termination of this Agreement or upon the Client's written request, promptly return or securely destroy all copies of the Client's Confidential Information in the Consultant's possession, and provide written confirmation of such return or destruction.

5.2 Client's Confidentiality Obligations

The Client agrees to:

1. Keep strictly confidential all proprietary methodologies, audit frameworks, templates, checklists, training materials, pricing structures, business strategies, and other Confidential Information belonging to the Consultant.
2. Not reproduce, distribute, sell, license, or make available to any third party any materials, templates, or intellectual property provided by the Consultant, except for the Client's own internal compliance purposes.
3. Not disclose the Consultant's proprietary audit processes, findings methodologies, or internal business information to competitors, other consulting firms, or any third party without the Consultant's prior written consent.
4. Ensure that all employees, officers, and agents of the Client who have access to the Consultant's Confidential Information are made aware of and comply with these confidentiality obligations.
5. Upon termination of this Agreement or upon the Consultant's written request, promptly return or securely destroy all copies of the Consultant's Confidential Information in the Client's possession (excluding deliverables provided for the Client's ongoing use).

5.3 Exceptions to Confidentiality

The obligations of confidentiality set out in this Section 5 do not apply to information that:

1. Is or becomes publicly available through no fault of the receiving party;
2. Was already in the receiving party's possession prior to disclosure, as evidenced by written records;
3. Is independently developed by the receiving party without reference to the disclosing party's Confidential Information;
4. Is received from a third party who is not under an obligation of confidentiality with respect to such information; or
5. Is required to be disclosed by law, regulation, or a lawful order of a court or regulatory authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement (to the extent legally permitted) and cooperates with any efforts to obtain protective treatment.

5.4 Duration of Confidentiality Obligations

The confidentiality obligations set out in this Section 5 shall survive the termination or expiry of this Agreement and shall continue for a period of five (5) years from the date of termination or expiry, or for so long as the Confidential Information remains confidential, whichever is longer. Obligations relating to participant personal information and health records shall survive indefinitely in accordance with applicable privacy legislation.

6. Client Obligations and Cooperation

The Client agrees to the following obligations, which are essential for the effective delivery of the Services:

1. Provide accurate, complete, and current information about the organisation, its operations, policies, procedures, and compliance status.
2. Grant the Consultant timely access to all relevant documents, records, systems, staff, and premises as reasonably required to perform the Services.
3. Designate a primary contact person with authority to make decisions and provide approvals on behalf of the Client.
4. Respond to the Consultant's requests for information or clarification within five (5) Processing Days, unless a shorter timeframe is agreed.
5. Implement the Consultant's recommendations and corrective actions within the agreed timelines, or provide written reasons for any deviation.
6. Notify the Consultant promptly of any material changes to the organisation's operations, registration status, or compliance position that may affect the Services.
7. Ensure that all participant information shared with the Consultant is provided in accordance with applicable privacy legislation and with appropriate consent.

7. Intellectual Property

7.1 Consultant's Intellectual Property

All intellectual property rights in the Consultant's proprietary methodologies, audit frameworks, templates, checklists, training materials, software tools, and other pre-existing materials remain the exclusive property of the Consultant. The Client is granted a non-exclusive, non-transferable licence to use the Deliverables for its own internal compliance purposes only.

7.2 Client's Intellectual Property

All intellectual property rights in the Client's pre-existing materials, including policies, procedures, and operational documents, remain the exclusive property of the Client. The Consultant shall not use the Client's materials for any purpose other than performing the Services under this Agreement.

8. Limitation of Liability and Indemnification

8.1 Limitation of Liability

To the maximum extent permitted by law, the Consultant's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim. The Consultant shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, loss of data, or loss of reputation, even if advised of the possibility of such damages.

8.2 No Guarantee of Outcomes

The Client acknowledges and agrees that the Consultant does not guarantee any specific audit outcome, certification decision, or regulatory result. The Consultant provides professional guidance and recommendations based on current standards and best practices, but final decisions regarding NDIS registration, certification, and compliance rest with the relevant regulatory authorities and independent certification bodies.

8.3 Mutual Indemnification

Each party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party ("Indemnified Party") and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. Any breach of this Agreement by the Indemnifying Party;
2. Any breach of the confidentiality obligations set out in Section 5;
3. Any negligent or wilful act or omission of the Indemnifying Party in connection with this Agreement; or
4. Any infringement of a third party's intellectual property rights caused by the Indemnifying Party's materials or actions.

8.4 Insurance

The Consultant maintains professional indemnity insurance and public liability insurance appropriate to the nature and scope of the Services. Details of the Consultant's insurance coverage are available upon request.

9. Termination

9.1 Termination for Convenience

Either party may terminate this Agreement by providing fourteen (14) days' written notice to the other party. Upon termination for convenience, the Client shall pay for all Services rendered and expenses incurred up to the effective date of termination.

9.2 Termination for Cause

Either party may terminate this Agreement immediately by written notice if the other party:

1. Commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach;
2. Becomes insolvent, enters into administration, receivership, or liquidation, or makes an assignment for the benefit of creditors;
3. Engages in conduct that brings the other party into disrepute or causes material harm to the other party's reputation; or
4. Breaches the confidentiality obligations set out in Section 5 in a manner that causes or is likely to cause material harm.

9.3 Effects of Termination

Upon termination of this Agreement: (a) the Consultant will deliver to the Client all completed and partially completed Deliverables for which payment has been made; (b) the Client shall pay all outstanding fees and expenses within fourteen (14) days of the termination date; (c) the confidentiality obligations in Section 5 shall survive termination; and (d) each party shall return or destroy the other party's Confidential Information in accordance with Section 5.

10. Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to the following resolution process:

1. Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation between their respective authorised representatives within fourteen (14) days of one party notifying the other of the dispute.
2. Mediation: If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation administered by the Australian Disputes Centre (ADC) or an equivalent mediation service, with costs shared equally between the parties.
3. Arbitration or Litigation: If mediation fails to resolve the dispute within thirty (30) days, either party may refer the dispute to binding arbitration under the rules of the ADC, or commence proceedings in the courts of the relevant Australian state or territory.

11. General Provisions

11.1 Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Australia and the applicable laws of the State or Territory in which the Client's principal place of business is located. To the extent that Commonwealth legislation applies (including the National Disability Insurance Scheme Act 2013 (Cth), the Competition and Consumer Act 2010 (Cth), and the Privacy Act 1988 (Cth)), such legislation shall prevail over any inconsistent State or Territory provision.

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State or Territory in which the Client's principal place of business is located, and any courts of appeal therefrom. The following State and Territory legislation shall apply where relevant to the Services performed in that jurisdiction:

Where the Client operates across multiple States or Territories, the governing law shall default to the laws of the State or Territory in which the Client's registered business address is located, unless otherwise agreed in writing in the Engagement Letter. Nothing in this clause limits or excludes any rights or remedies available under Commonwealth consumer protection legislation that cannot be excluded by agreement.

11.2 Entire Agreement

This Agreement, together with the Engagement Letter and any schedules or annexures, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, warranties, and understandings, whether oral or written.

11.3 Amendments

No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.

11.4 Waiver

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving party. A failure or delay in exercising any right under this Agreement shall not constitute a waiver of that right.

11.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

11.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, war, terrorism, strikes, or failure of telecommunications or power supply.

11.7 Notices

All notices under this Agreement shall be in writing and delivered by email to the addresses specified in the Engagement Letter, or by registered post to the party's registered business address. Notices sent by email are deemed received on the next business day after sending; notices sent by post are deemed received five (5) business days after posting.

11.8 Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that the Consultant may assign this Agreement to a successor entity in the event of a merger, acquisition, or reorganisation, provided that the successor entity assumes all obligations under this Agreement.

12. Contact Information

For questions, concerns, or notices relating to this Agreement, please contact: