Our Terms of Engagement

Version 2025.2 - 13 October 2025

1. Definitions
2. 1. "Agreement" means the Letter of Engagement ("LoE") together with these Standard Terms.
   2. "ACL" means the Australian Consumer Law.
   3. "Services" means the advisory and consulting services described in the LoE.
      
      
3. Nature of Services
4. 1. Advisory Capacity: 
      Coda Advisory provides strategic business advice. We are not a law firm, accounting practice, or financial licensed dealer. 
      
      
   2. No Guarantee of Results: 
      We identify opportunities for improvement based on our experience and methodologies. The Client acknowledges that business outcomes are subject to external market factors and the Client’s own execution. Coda Advisory does not guarantee that specific financial targets will be met.
      
      
5. Reliance & Liability 
6. 1. Director Responsibility: 
      The Client acknowledges that its Directors retain sole responsibility for the operations, solvency, and decision-making of the business. Coda Advisory acts solely as an external advisor and does not assume any executive or director duties (including "Shadow Director" duties). 
      
      
   2. ACL Rights: 
      Our services come with guarantees that cannot be excluded under the Australian Consumer Law (including that services will be rendered with due care and skill). Nothing in these terms purports to modify or exclude these non-excludable guarantees. 
      
      
   3. Limitation of Liability: 
      To the extent permitted by law, Coda Advisory’s liability for any claim arising out of this Agreement is limited to the re-supply of the Services or the cost of having the Services re-supplied (capped at the total fees paid by the Client in the 6 months preceding the claim). 3.4 Exclusions: We are not liable for consequential loss, loss of profit, or third-party claims.
      
      
7. Term and Termination 
8. 1. Initial Term: 
      The Agreement continues for the Initial Term specified in the LoE. 
      
      
   2. Early Termination (Agreed Damages): 
      The Client acknowledges that Coda Advisory allocates finite personnel resources to the Client for the Initial Term. If the Client terminates for convenience during the Initial Term, the remaining Retainer Fees for that term become immediately due and payable. The Client agrees this amount is a liquidated debt and a reasonable assessment of the loss of opportunity and capacity incurred by Coda Advisory. 
      
      
   3. Rolling Term: After the Initial Term, either party may terminate by providing 30 days’ written notice.
      
      
9. Fees, Payment & Debt Recovery
10. 1. Invoicing: 
       Retainer fees are invoiced monthly in advance, project fees are invoiced in accordance with the agreed terms. 
       
       
    2. Price Adjustments: 
       Retainer fees are fixed for the Initial Term. During the Rolling Term, Coda Advisory may adjust fees by providing 30 days' written notice. If the Client does not accept the fee adjustment, they may terminate the agreement within that notice period. 
       
       
    3. No Set-Off: 
       The Client must pay all undisputed invoices in full by the due date, without any deduction, set-off, or counterclaim. 
       
       
    4. Suspension: 
       We reserve the right to suspend services if invoices remain unpaid for 7 days past the due date.
       
       
    5. Recovery Costs:
       If the client fails to pay any amount when due the Client agrees to indemniry Coda Advisory for all costs and expenses incurred in recovering the debt, including but not limited to:
    6. 1. Legal costs on a full indemnity basis;
       2. Commission and fees charge by debt collection agencies; and
       3. Administrative costs associated with the recovery
          
          
    7. Default Interest:
       Coda Advisory may charge insterest on overdue amounts at a rate of 12% per annum calculated daily from the due date until the date of payment.
       
       
    8. Credit Reporting & Privacy:
       The client acknowledges and agrees  that Coda Advisory man, subject to the Privacy Act 1988 (Cth):
    9. 1. Disclose the Client's personal or commercial credit information to a crerdit reporting body (CRB) to obtain a credit report; and
       2. Report any payment defaults (where the amount exceeds $150.00 and is more than 60 days overdue) to a CRB and that such disclosure may affect the Client's credit score.
          
          
11. Intellectual Property (IP) 
12. 1. Coda IP: 
       Coda Advisory retains sole and exclusive ownership of all "Background IP," including the "Coda Cadence" framework, methodologies, templates, diagnostic tools, and training materials used during the engagement. 
       
       
    2. License to Client: 
       Upon payment of fees, Coda Advisory grants the Client a non-exclusive, non-transferable, royalty-free license to use Coda’s Background IP solely for the Client’s direct internal business operations. 
       
       
    3. Restrictions: 
       The Client must not: 
    4. 1. Commercialize, sub-license, or resell Coda’s IP; 
       2. Use Coda's IP to create a competing advisory service; or 
       3. Disclose Coda’s specific methodologies or templates to third-party consultants without Coda’s prior written consent. 
          
          
    5. Client Data: 
       The Client retains full ownership of their specific business data, financial records, and strategic goals.
       
       
13. Confidentiality & Data Security
14. 1. Obligations: 
       Both parties agree to keep all "Confidential Information" (including Client Data and Coda IP) strictly confidential, disclosing it only to employees or professional advisors on a "need-to-know" basis. 
       
       
    2. Data Security: 
       Coda Advisory agrees to take reasonable commercial measures to protect the Client's data from unauthorized access. 
       
       
    3. Termination (Clean Break): 
       Upon termination of this Agreement, Coda Advisory will, at the Client’s request, securely destroy or return all sensitive Client Data, retaining only copies required for legal compliance or insurance purposes.
       
       
15. Restraint & Non-Circumvention 
16. 1. Non-Solicitation of Personnel: 
       During the Term and for 12 months thereafter, neither party may (without the other party's prior written consent) directly or indirectly solicit, employ, or engage any employee or contractor of the other party who was involved in the Services. 
       
       
    2. Recruitment Fee: 
       If a party breaches Clause 8.1, the breaching party agrees to pay a Recruitment Fee equal to 30% of that person’s total annual remuneration package.
       
       
    3. Non-Circumvention of Network: 
       If Coda Advisory introduces the Client to a third-party contact (including financiers, buyers, or specialist vendors) ("Introduced Party"), the Client agrees not to knowingly bypass Coda Advisory to deal directly with the Introduced Party for the purpose of avoiding fees or excluding Coda Advisory from the strategic process.
       
       
17. Dispute Resolution 
18. 1. Negotiation: 
       If a dispute arises, the parties must first attempt to resolve it through good faith negotiation between senior representatives. 
       
       
    2. Mediation: 
       If the dispute is not resolved within 14 days, either party may refer the matter to mediation administered by the Australian Disputes Centre (ADC). The mediation must take place in Queensland, Australia. 
       
       
    3. Litigation: 
       Neither party may commence court proceedings (except for urgent interlocutory relief) until the mediation process has been exhausted.
       
       
19. Governing Law 
    This Agreement is governed by the laws of Queensland, Australia.