Terms of Service

1. About these Terms

These Terms form the agreement between you (the client) and Kalopa Pty Ltd (ABN —), a company based in Melbourne VIC, Australia (referred to as “we”, “us” or “our”). Where a signed engagement letter, proposal or statement of work applies, that document prevails over these Terms to the extent of any inconsistency.

2. Our Services

We provide professional business and consulting services, which may include business strategy, operational advisory, process improvement, market and business analysis, and related advisory support. The specific services, deliverables, timelines and fees applicable to your engagement will be set out in your quote or engagement documentation.

Any indicative timeframes, outcomes or figures communicated before engagement are estimates only and do not constitute a guarantee of particular results.

3. Quotes and Engagement

Quotes provided by us are valid for 30 days from the date of issue unless otherwise stated. A quote is an invitation to treat and does not constitute an offer. An engagement commences when we confirm acceptance in writing (including by email) following your acceptance of a quote or engagement proposal.

If you request changes to the scope of services after engagement, we will provide an updated quote or written variation. Work outside the agreed scope may attract additional fees, which will be discussed with you before the work is performed where practicable.

4. Fees, Invoicing and Payment

• Fees are set out in your quote or engagement documentation and are payable in Australian dollars (AUD).
• GST may be payable on our services. Where GST applies, it will be clearly itemised on our invoices.
• Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.
• Overdue amounts may, at our discretion, attract interest or result in the suspension of services until payment is received.
• Expenses pre-approved by you (such as travel or third-party software) will be invoiced at cost or as otherwise agreed.

5. Australian Consumer Law — Your Rights

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot lawfully be excluded, restricted or modified.

Our services come with guarantees under the Australian Consumer Law that cannot be excluded. Where we fail to comply with a non-excludable guarantee, you may be entitled to the remedies provided by the Australian Consumer Law, which may include resupply of the services or payment of the cost of having the services supplied again.

6. Your Responsibilities

To enable us to perform our services, you agree to:

• provide accurate, complete and timely information and access to relevant records, systems and personnel;
• respond reasonably promptly to our requests for feedback, approvals or decisions;
• ensure any information you provide is lawfully obtained and that you have the right to share it with us; and
• comply with all applicable laws and regulations relevant to your business and the engagement.

Delays caused by unfulfilled client responsibilities may affect agreed timelines and, where applicable, fees.

7. Intellectual Property

Upon full payment of relevant invoices, you own the final deliverables prepared specifically for you under the engagement. We retain ownership of our pre-existing materials, methodologies, frameworks, templates and know-how, and grant you a perpetual, non-exclusive licence to use any such materials as embedded in your deliverables for your internal business purposes.

You retain ownership of all materials, data and information you provide to us.

8. Confidentiality

Each party will keep confidential all non-public information received from the other party in connection with an engagement and will not disclose it except as required to perform the services, with consent, or as required by law. These confidentiality obligations survive the end of an engagement.

9. Limitation of Liability

To the fullest extent permitted by law, we are not liable for indirect, incidental, special or consequential losses, including loss of profits, revenue, data or business opportunity, arising from our services. Our total aggregate liability arising out of or in connection with an engagement is limited, at our option, to the resupply of the relevant services or the cost of resupplying them, except where liability cannot be limited under the Australian Consumer Law or other applicable law.

This clause does not limit or exclude any liability that cannot lawfully be limited, including liability under non-excludable consumer guarantees.

10. Termination and Suspension

Either party may terminate an engagement with 14 days’ written notice, or immediately if the other party commits a serious breach that is not remedied within 14 days of written notice, or becomes insolvent. On termination, you remain liable for fees for services performed and expenses incurred up to the date of termination, and we will deliver completed work products where fees for them have been paid.

11. Privacy

We handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). Our use of information you provide is also governed by the confidentiality obligations in clause 8.

12. Force Majeure

We are not liable for delays or failures in performance caused by events beyond our reasonable control, including natural disasters, industrial action, government restrictions, or failures of third-party infrastructure. Where such an event occurs, we will notify you and agree on reasonable adjustments to timelines or scope.

13. General

• Independent contractor: We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Assignment: You may not assign your rights under an engagement without our prior written consent. We may assign our rights with notice to you.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force.
• Whole agreement: These Terms, together with any applicable engagement documentation, constitute the entire agreement between the parties regarding the services.

14. Changes to these Terms

We may update these Terms from time to time. The current version will always be published on this page with an updated date. Where changes materially affect an existing engagement, we will notify you before they take effect, and the version in force at the commencement of that engagement will continue to apply to it unless you agree otherwise.

15. Governing Law and Disputes

These Terms and any engagement are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

Before commencing legal proceedings, the parties agree to first attempt to resolve any dispute in good faith through direct discussion for a period of at least 30 days, and, if unresolved, to consider an appropriate alternative dispute resolution process such as mediation.

16. Contact Us

Questions, notices or complaints regarding these Terms can be sent to ceo@kalopaau.space, or by post to Kalopa Pty Ltd, Melbourne VIC, Australia.

To request a no-obligation engagement quote, please visit our quote page or our contact page.