Terms and Conditions - Advisory Board Engagement

1. Purpose, Scope and Entire Agreement

These Terms and Conditions (“Terms”) govern all advisory and board-related services (“Services”) provided by Tony Simmons (“Advisor”) to the client (“Client”).

Specific deliverables, milestones, or objectives may be outlined in a separate Statement of Work (SoW) agreed and signed by both parties. Unless expressly varied in writing, these Terms take precedence over any other terms or conditions, including any purchase order, proposal, or other document issued by either party.

These Terms and any executed SoW together constitute the entire agreement between the parties and supersede all prior discussions, understandings, or representations, whether written or oral, relating to the Services. Any amendment or variation must be in writing and signed by both parties.

2. Engagement and Nature of Work

The engagement is for advisory or governance-related services, covering time, expertise, and access—not guaranteed outcomes or deliverables, unless specifically defined in an SoW.
For Governance Board roles, the engagement will be deemed subject to the terms, charter, and policies of the entity constituting that board.
Advisory work may include strategy, capital readiness, commercialisation, governance, technology or AI adoption, or other related advisory functions.

3. Fees and Payment

Fees are payable in advance, as per the proposal or SoW.
Payments may be made by bank transfer or approved digital payment method.
Fees are calculated based on time committed, not results achieved.
Out-of-pocket expenses (including travel, accommodation, or other disbursements) must be pre-approved in writing by the Client before being incurred and will be reimbursed at cost upon presentation of valid receipts.

4. Intellectual Property

All frameworks, methodologies, tools, templates, and intellectual property owned or created by Tony Simmons prior to or during the engagement (“Advisor IP”) remain his exclusive property.
The Client retains ownership of its own data, materials, and any newly created IP that is specific to its business or operations (“Client IP”).
The Advisor grants the Client a non-exclusive, royalty-free, perpetual licence to use any Advisor IP provided during the engagement solely for internal business purposes.

5. Confidentiality and Marketing Consent

Both parties agree to maintain strict confidentiality regarding any non-public or commercially sensitive information disclosed during the engagement.
This confidentiality obligation will survive termination of the engagement.
The Advisor may request permission to use the Client’s logo or name for marketing or testimonial purposes. Any such use requires the Client’s prior written consent.

6. Access to Systems and Data

Either party may provide access to systems, platforms, or data as reasonably required.
Responsibility for such access—including permissions, data integrity, and security—rests with the party granting access.
The receiving party must use any access only for the intended engagement and comply with all applicable privacy and data protection laws.

7. Liability and Indemnity

To the fullest extent permitted by law, the Advisor’s total liability, whether arising in contract, tort (including negligence), or otherwise, shall not exceed an amount equal to one (1) month’s retainer fees paid under the engagement.
Neither party shall be liable for any indirect, consequential, or incidental losses, including loss of profit, goodwill, or anticipated savings.
Nothing in these Terms limits liability for fraud, wilful misconduct, or gross negligence.

8. Term, Pause, and Termination

The engagement continues until completion of the agreed term or termination by either party.
Either party may pause or terminate the engagement with 60 days’ notice in writing.
Immediate termination may occur if either party commits a material breach or engages in wilful misconduct or gross negligence.
Fees paid in advance are non-refundable except where termination arises from the Advisor’s material breach.

9. Statements of Work (SoW)

Each SoW will detail specific deliverables, timeframes, and fees.
SoWs form part of this agreement but will only vary these Terms where expressly stated and signed by both parties.
In the event of conflict, these Terms prevail unless deliberately overruled in writing.

10. General Provisions

Relationship: The Advisor acts as an independent contractor; nothing herein constitutes an employment or partnership relationship.
Assignment: Neither party may assign or transfer its rights or obligations without prior written consent.
Force Majeure: Neither party shall be liable for delays or failures due to causes beyond their reasonable control.
Entire Agreement: These Terms, together with any SoW, constitute the full understanding between the parties.
Amendments: Any amendment must be in writing and signed by both parties.
Governing Law: These Terms are governed by the laws of Victoria, Australia, and subject to the exclusive jurisdiction of the Victorian courts.