Terms of Engagement

These Terms of Engagement ("Terms") govern the provision of services by Odevbo Pty Ltd ("Odevbo", "we", "us", "our") to you ("Client", "you", "your"). These Terms are incorporated by reference into any Client Services Agreement, Proposal, or Engagement Letter (the "Engagement Document") executed between us. The Engagement Document and these Terms together form the entire contract between the parties ("Contract").

1. Engagement & Scope

1.1 We will perform the services described in the Engagement Document ("Services") using reasonable skill and care.

1.2 The Services are provided solely for your benefit and internal business purposes. They are not legal advice and cannot be relied upon by any third party.

1.3 Any timeline provided is an estimate only and is not contractually binding unless expressly stated otherwise in the Engagement Document.

2. Client Obligations

2.1 You agree to provide us with timely access to all information, records, and personnel reasonably required to perform the Services.

2.2 You are responsible for the accuracy and completeness of all information you provide to us. Our work will be based on this information, and we will not independently verify it unless specifically agreed in writing.

2.3 You must notify us immediately if you become aware of any errors, omissions, or changes in the information provided.

3. Fees & Payment

3.1 You agree to pay the fees and any agreed disbursements as set out in the Engagement Document. All fees are exclusive of GST and any other applicable taxes.

3.2 Unless otherwise stated, invoices are payable within 14 days of the invoice date. We may charge interest on overdue amounts.

3.3 If the scope of the Services changes materially, we will provide a revised fee estimate for your approval before proceeding.

3.4 We may suspend Services until all overdue amounts are paid in full.

4. Confidentiality

4.1 Each party will keep confidential all non-public information belonging to the other party ("Confidential Information") and will only use it to perform the Contract.

4.2 This obligation does not apply to information required to be disclosed by law or information that becomes public through no fault of the receiving party.

5. Privacy & Data Handling

5.1 We will handle all personal information in accordance with our Privacy Policy, available at https://odevbo.com/privacy.html

5.2 You warrant that you have obtained all necessary consents to disclose any personal information to us for the purpose of us providing the Services.

6. Intellectual Property

6.1 We retain ownership of all our pre-existing Intellectual Property, methodologies, software, and know-how used to provide the Services.

6.2 Any deliverables specifically created for you and for which you have paid the agreed fees ("Deliverables") become your property upon full payment.

6.3 You grant us a non-exclusive, royalty-free license to use any materials you provide to the extent necessary to perform the Services.

7. Limitation of Liability

7.1 To the maximum extent permitted by law, our total liability to you is limited to the total fees paid by you to us under the applicable Engagement Document in the 12 months preceding the claim.

7.2 Neither party will be liable to the other for any indirect, consequential, or special loss or damage, including loss of profits or opportunity.

7.3 Nothing in this clause excludes or restricts liability that cannot be excluded under Australian Consumer Law.

8. Terms & Termination

8.1 This Contract commences on the date of the Engagement Document and continues until the Services are completed or the Contract is terminated.

8.2 Either party may terminate this Contract by giving 14 days' written notice to the other party.

8.3 Either party may terminate immediately if the other party commits a material breach that remains unremedied for 7 days after written notice.

8.4 Upon termination, you are to pay for all Services performed up to the date of termination. Key clauses (Confidentiality, IP, Liability) survive termination.

9. General Provision

9.1 Entire Agreement: This Contract constitutes the entire agreement and supersedes all prior discussions.

9.2 Amendments: Any amendments must be in writing and signed by both parties.

9.3 Right: A failure to exercise a right does not constitute a waiver.

9.4 Governing Law: This Contract is governed by the laws of Victoria, Australia.

9.5 Disputes: If a dispute arises, the parties will first attempt to resolve it in good faith before commencing legal proceedings.

9.6 Relationship: The parties are independent contractors. No partnership or agency is created.

10. Definitions

Confidential Information are all non-public information (written or oral) concerning a party's business, clients, finances, technology, and processes.

Deliverables refers to the specific reports, documents, or materials expressly identified as outputs of the Services in the Engagement Document.

Engagement Document these are the signed Client Services Agreement, Proposal, or Engagement Letter between Odevbo and the Client that references these Terms.

Intellectual Property are all copyrights, patents, trademarks, designs, trade secrets, software, methodologies, and know-how.

For questions, please contact us at info@odevbo.com.