Elevated Governance terms and conditions

These terms govern the professional services provided by Habit Creation Pty Ltd trading as Elevated Governance (ABN 67 113 427 142).

Scope of Services
1. The Client engages Habit Creation Pty Ltd trading as Elevated Governance (“Elevated Governance”) to provide the professional services described in the agreed proposal or scope of work. Elevated Governance agrees to deliver these services in accordance with these terms.
2. The services constitute professional advice and recommendations based on information provided by the Client and Elevated Governance's professional judgement. The services do not constitute legal advice unless specifically stated in the proposal, and clients should seek independent legal advice where appropriate. Recommendations are based on generally accepted governance principles and practices, but implementation decisions remain solely with the Client.
3. The Client warrants that all information provided to Elevated Governance is accurate, current, and complete. Elevated Governance shall not be liable for errors or omissions resulting from inaccurate or incomplete information provided by the Client.
Performance of Services
1. Elevated Governance will perform the services with due care, skill, and diligence in accordance with standards generally accepted in the governance consulting profession and will exercise the degree of care, skill, and judgement normally exercised by qualified governance professionals.
2. Elevated Governance shall not be liable for any indirect, incidental, or consequential loss or damage, including business interruption, loss of profits, loss of reputation, or regulatory penalties, arising from or related to this engagement. Liability does not extend to decisions made by the Client in implementing or failing to implement recommendations, or to consequences arising from incomplete or inaccurate information provided by the Client.
3. Except in cases of death, personal injury, property damage, fraud, criminal activity, gross negligence, breach of confidentiality, or breach of intellectual property rights, Elevated Governance’s liability shall be limited to the total fees paid by the Client for the services provided under this agreement.
4. Services are based on information, circumstances, and applicable laws and regulations current at the time of service delivery. Elevated Governance is not responsible for changes in circumstances, laws, or regulations occurring after completion of services, nor for updating advice or recommendations unless specifically engaged to do so.
Professional Standards
1. Elevated Governance will perform services in accordance with standards generally accepted in the governance consulting profession and will exercise the degree of care, skill, and judgement normally exercised by qualified governance professionals.
2. Obligations are limited to providing professional advice and recommendations. Implementation of recommendations and ongoing compliance with governance requirements remain the Client’s responsibility.
Intellectual Property
1. Elevated Governance retains ownership of all intellectual property rights in methodologies, frameworks, templates, training materials and other materials developed by Elevated Governance prior to or independently of this engagement.
2. The Client receives a non-exclusive, non-transferable license to use materials specifically created for the Client under this engagement for the Client’s internal business purposes only. This license does not permit modification, distribution, or commercialisation of the materials without Elevated Governance’s prior written consent.
3. Elevated Governance may use general knowledge, skills, and experience gained during the engagement in providing services to other clients, provided that confidential information specific to the Client is not disclosed.
4. The Client warrants that any materials provided to Elevated Governance do not infringe third-party intellectual property rights and indemnifies Elevated Governance against any claims arising from use of Client-provided materials.
Conflicts of Interest
1. Elevated Governance will notify the Client if any actual or potential conflict of interest arises during the engagement.
2. Elevated Governance may act for other clients in similar engagements provided that confidential information is not disclosed and the quality of services to each client is not compromised. The Client consents to such continued representation subject to professional obligations.
Professional Obligations
1. Elevated Governance will comply with applicable professional standards and ethical requirements and may be required to report certain matters to professional bodies or regulatory authorities as required by law. The Client consents to such reporting where legally required.
Privacy and Confidentiality
1. Elevated Governance will handle personal information in accordance with applicable privacy laws.
2. The parties must not disclose Confidential Information to any third party or use or reproduce it other than for the performance of this agreement or as required by law. The parties must safeguard the Confidential Information.
Duration and Access
1. Services will commence on the agreed Commencement Date and continue until completion of the deliverables specified in the proposal, or until terminated in accordance with this agreement. Completion occurs when all specified deliverables have been delivered and any agreed follow-up period has expired.
2. If delivery or completion is prevented or delayed due to unforeseeable events or force majeure beyond Elevated Governance’s reasonable control, the Client accepts that completion may be delayed or not possible without penalty.
3. Elevated Governance will use reasonable efforts to complete the services within the proposed period or earlier if practicable.
Client Obligations
1. Provide timely access to personnel, information, and facilities reasonably required for service delivery.
2. Provide accurate, complete, and current information and promptly notify Elevated Governance of material changes in circumstances that may affect the services.
3. Acknowledge that quality and timeliness of services depend on Client cooperation and information accuracy.
4. Implement recommendations and ensure ongoing compliance with applicable laws, regulations, and governance requirements.
Charges and Payment
1. Invoices are payable within 10 business days. For ongoing projects, invoices will be issued fortnightly from commencement or at the end of each project stage.
2. Amounts overdue by more than 14 days may incur a $75 administration fee. The Client indemnifies Elevated Governance for all recovery costs, including legal fees and collection agency charges.
3. Reasonable disbursements incurred in providing the services will be charged at cost. Travel expenses (airfares, accommodation, ground transport) will be agreed in advance and charged at cost.
GST
1. Unless otherwise indicated, all prices are exclusive of GST. The Client must pay GST in addition to the quoted price. Elevated Governance will provide valid tax invoices in accordance with ATO requirements.
Variations and Additional Services
1. Any work outside the agreed scope will be treated as additional services and charged at Elevated Governance’s standard rates, unless otherwise agreed in writing. No additional services will be commenced without written approval from the Client.
Independent Contractor
1. Elevated Governance is engaged as an independent contractor. Nothing in this agreement creates an employment, partnership, or agency relationship between the parties.
Dispute Resolution
1. A party must not commence court or arbitration proceedings relating to a dispute without first complying with this clause, except where urgent relief is sought.
2. If a dispute arises, a party may give written notice to the other party setting out details of the dispute. Within 14 days of receiving the notice, the parties must meet (in person or by videoconference) and use reasonable efforts to resolve the dispute.
3. If not resolved within 21 days, the parties must refer the dispute to mediation administered by a mediator agreed between them, or failing agreement, appointed by the Law Society of South Australia. Each party bears its own costs and shares mediator costs equally.
Subcontracting
1. Elevated Governance may subcontract any part of the services, provided it remains responsible for the acts and omissions of its subcontractors.
Termination
1. Elevated Governance may terminate this agreement by giving 14 days’ written notice. The Client may terminate for material breach that remains unremedied after 14 days’ written notice, or for the reasons specified below.
2. Either party may terminate immediately if the other party (a) breaches this agreement and fails to remedy within 14 days of notice; or (b) becomes insolvent as defined under the Corporations Act 2001 (Cth).
3. Upon termination, the Client must pay for all services provided up to the termination date.
4. Elevated Governance may also terminate immediately if: (a) the Client fails to pay any amount when due; (b) Elevated Governance reasonably believes the Client’s actions may cause legal liability for Elevated Governance; or (c) Elevated Governance reasonably believes the conduct, acts or omissions of the Client threatens, interferes or impacts upon the integrity or credibility of the Services or Elevated Governance.
General
1. This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations.
2. This agreement may only be amended in writing by both parties. Email confirmation shall constitute sufficient written agreement for amendments.
3. Neither party may assign or transfer its rights or obligations without the prior written consent of the other party.
4. If any provision is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No failure or delay by a party in exercising any right operates as a waiver of that right.
5. All notices must be in writing and sent by email to the recipient’s last notified email address. Notices are deemed received when sent, provided the sender does not receive a delivery failure notification.
6. This agreement is governed by the laws of South Australia, and the parties submit to the jurisdiction of the courts of South Australia.
Definitions

Agreement

These terms and conditions, together with any proposal, schedule, or scope of work agreed in writing by the parties.

Business Day

A day other than a Saturday, Sunday, or public holiday in South Australia.

Client

The person or entity engaging Elevated Governance to provide the Services, as specified in the agreed proposal or scope.

Commencement Date

The date Elevated Governance receives written confirmation from the Client to proceed with the Services, unless otherwise agreed in writing.

Confidential Information

All non-public, proprietary, or confidential information disclosed in connection with the Services, excluding information that (a) is public other than through breach; (b) is lawfully received from a third party without confidentiality obligations; or (c) is independently developed without use of the other party’s Confidential Information.

Elevated Governance

Habit Creation Pty Ltd trading as Elevated Governance (ABN 67 113 427 142).

GST

The meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Notice

A written communication given in accordance with clause 12.6.

Proposal or Scope

The document(s) describing the Services to be provided, fees, and timelines, as agreed in writing by the parties.

Services

The services described in the agreed proposal or scope and any additional services agreed in writing in accordance with clause 7.

Jurisdiction: South Australia Last updated: September 2025

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