Terms of Engagement
Effective date: 17 September 2026
These Terms of Engagement (“Terms”) apply to all consulting, implementation, advisory, training and related services (“Services”) provided by Alexander Amiss trading as Nothing Amiss (ABN 48 481 803 026) (“we”, “us”, “our”) to a client (“you”, “Client”).
1. Agreement
1.1 Structure. Each engagement is made up of these Terms and a proposal, quote or statement of work (“SOW”) that we issue and you accept (together, the “Agreement”).
1.2 Acceptance. You accept the Agreement by signing or electronically accepting the SOW, confirming acceptance in writing (including by email), paying an invoice or deposit for the Services, or instructing us to start work.
1.3 Order of precedence. If there is inconsistency, the SOW prevails over these Terms, but only for that engagement and only where the SOW expressly says it overrides these Terms.
1.4 Your terms. Any terms in your purchase orders or procurement documents do not apply unless we expressly agree to them in writing.
2. Services
2.1 We will provide the Services described in the SOW with due care and skill, in a professional manner, and in accordance with applicable law.
2.2 Scope. Services, deliverables, assumptions, exclusions, timelines and fees are as set out in the SOW. Anything not expressly included is out of scope.
2.3 Changes. Either party may request a change in scope. We will provide a change request or revised quote. Changes only take effect once agreed in writing. Additional work requested without a formal change request will be charged at our current hourly rate as stated in the SOW, after we notify you.
2.4 Timelines. Timelines are estimates and depend on you meeting your obligations in clause 4. We are not responsible for delays caused by you, your staff, your other suppliers or third-party platforms.
2.5 Method. We decide how to perform the Services, including tools, methods, and hours, subject to the SOW.
2.6 Subcontractors. We may use subcontractors, who will be bound by confidentiality obligations at least as strict as those in this Agreement. We remain responsible for their work.
3. Fees, invoicing and payment
3.1 Fees. You must pay the fees set out in the SOW. Unless stated otherwise, fees are in Australian dollars. We are not registered for GST. Where GST applies, it is added to fees and shown on a tax invoice.
3.2 Fee models. A SOW may be fixed fee, time and materials, retainer or milestone based. For time and materials work, we record time in increments set out in the SOW and provide time records on request.
3.3 Deposits. We may require a deposit before starting work. Work will not start until the deposit clears.
3.4 Payment terms. Invoices are payable within 14 days of the invoice date unless the SOW says otherwise.
3.5 Late payment. If an invoice is overdue by more than 14 days, we may, after giving you written notice: suspend the Services until payment is received; withhold deliverables and access handover; and charge reasonable debt recovery costs. Timelines are extended by any suspension period.
3.6 Expenses. Reasonable out-of-pocket expenses (such as travel outside the Sydney metropolitan area, or third-party software needed for the engagement) are charged at cost, but only if approved by you in advance in writing.
3.7 Third-party subscriptions. You are responsible for paying for your own software licences and subscriptions (such as HubSpot seats, add-ons, integrations and middleware), even if we set them up or recommend them.
3.8 Retainers. Unused retainer hours do not roll over unless the SOW says otherwise.
3.9 Disputed invoices. If you dispute part of an invoice in good faith, you must notify us in writing within 7 days with reasons and pay the undisputed portion on time.
4. Client obligations
You must:
4.1 provide timely access to people, information, decisions and approvals reasonably needed;
4.2 provide appropriate system access (such as admin or super admin permissions in HubSpot or other platforms), and make sure you are entitled to grant that access;
4.3 make sure the information you provide is accurate and complete;
4.4 nominate a primary contact with authority to make decisions;
4.5 back up your data before we make configuration changes, imports, deletions or migrations, unless backup is expressly included in the SOW;
4.6 test and approve deliverables within the agreed period;
4.7 make sure you have a lawful basis, notices and consents to collect, use and allow us to access personal information in your systems, and to send any communications we build for you (including under the Privacy Act 1988 (Cth), Spam Act 2003 (Cth), and any overseas laws applicable to your contacts); and
4.8 comply with the terms of any third-party platforms you use.
5. Acceptance of deliverables
5.1 Once we deliver a deliverable, you have 5 business days (or the period in the SOW) to test it and notify us in writing of any material non-conformity with the SOW.
5.2 We will fix material non-conformities that are within scope at no extra charge.
5.3 A deliverable is accepted when you approve it, start using it in live operation, or the review period ends without written notice of a material non-conformity.
6. Third-party platforms
6.1 Many Services involve third-party platforms (such as HubSpot, Salesforce, Microsoft Dynamics or Business Central, Shopify, WooCommerce, BigCommerce, Zapier, Make, AI model providers and middleware).
6.2 We do not control those platforms. We are not responsible for their outages, bugs, pricing changes, API changes, feature deprecations, data loss, security incidents or changes to their terms, or for any resulting impact on deliverables.
6.3 Work to adapt deliverables to changes in third-party platforms after acceptance is out of scope unless covered by a support retainer.
6.4 Recommendations about third-party products are made in good faith based on information available at the time. We do not receive undisclosed commissions.
7. Intellectual property
7.1 Background IP. Each party keeps ownership of intellectual property it owned before the engagement or develops independently (“Background IP”). Our Background IP includes our methodologies, frameworks, know-how, templates, playbooks, scripts, prompts, code libraries, automations and tools that we use across clients.
7.2 Deliverables. On full payment of all fees for the relevant SOW, we assign to you all intellectual property rights in deliverables created specifically for you, excluding our Background IP and third-party materials.
7.3 Licence to Background IP. To the extent our Background IP is embedded in deliverables, we grant you, on full payment, a non-exclusive, perpetual, royalty-free, non-transferable licence (transferable with the sale of your business) to use it for your internal business purposes as part of those deliverables.
7.4 Before payment. Until full payment, you have a revocable licence to use deliverables for the purpose of the engagement only.
7.5 Your materials. You grant us a licence to use your materials, data, logos and systems as needed to perform the Services.
7.6 General knowledge. Nothing stops us from using general skills, knowledge and experience gained during the engagement, or from providing similar services to others, provided we do not use your Confidential Information.
7.7 Portfolio. We may name you as a client and describe the engagement in general terms in our marketing, unless you tell us in writing that you do not want this. We will not publish case studies with specific details, results or testimonials without your approval.
7.8 Moral rights. To the extent permitted by law, we consent to acts or omissions by you in relation to deliverables that would otherwise infringe our moral rights.
8. Confidentiality
8.1 “Confidential Information” means non-public information disclosed by one party to the other in connection with the Agreement, including business, commercial, financial, customer, pricing, technical and personal information, but not information that is or becomes public (other than through breach), was already lawfully known to the recipient, or is independently developed.
8.2 Each party must: keep the other’s Confidential Information confidential; use it only for the Agreement; and disclose it only to its personnel, subcontractors and advisers who need to know it and are bound by confidentiality obligations, or where required by law (after giving notice where lawful).
8.3 These obligations survive termination for 5 years, and indefinitely for personal information and trade secrets.
8.4 We will sign a separate reasonable non-disclosure agreement if you require one.
9. Data protection and security
9.1 Roles. You control personal information in your systems. We access and handle it only as needed to perform the Services and on your reasonable instructions.
9.2 Our commitments. When handling your personal information, we will:
(a) comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles as if we were bound by them, and any other privacy law that applies; (b) take reasonable security measures, including multi-factor authentication on accounts used to access your systems, secure password management, and least-privilege access where practicable; (c) not download, export or keep copies of your personal information except where necessary for the Services, and store any copies securely; (d) not use your personal information for our own purposes, including our own marketing; (e) notify you without undue delay, and within 72 hours where practicable, after becoming aware of any actual or suspected unauthorised access to, or loss of, your personal information, and cooperate with your breach assessment and notification obligations; and (f) at the end of the engagement or on request, return or securely delete your personal information, and remove our user access (or ask you to remove it).
9.3 Access removal. You are responsible for removing our user accounts and API keys from your systems at the end of the engagement. We will provide a list of access granted to us on request.
9.4 Data processing agreements. If you are subject to the GDPR or another law requiring a specific data processing agreement, tell us before the engagement starts and we will agree reasonable terms.
10. Use of AI tools
10.1 We may use AI tools to help deliver the Services, such as for drafting, research, analysis, data transformation, coding and building automations.
10.2 When doing so, we will:
(a) review AI outputs before they are included in deliverables; (b) use business-grade tools or settings that do not use inputs to train publicly available models where that option is reasonably available; (c) not input your personal information or commercially sensitive Confidential Information into AI tools that retain or train on it; and (d) comply with any reasonable written AI restrictions you give us before the engagement starts (for example, a list of approved tools).
10.3 AI features in deliverables. If a deliverable includes AI features (such as AI agents, chatbots, content generation, lead scoring or automated decisions), you are responsible for: deciding whether and how to deploy them; appropriate human oversight; disclosures to your customers and staff, including privacy policy updates about automated decision-making; and monitoring outputs. AI outputs can be inaccurate or inconsistent, and we do not guarantee them.
11. Warranties
11.1 Each party warrants that it has authority to enter into the Agreement.
11.2 We warrant that the Services will be provided with due care and skill and that, to our knowledge, deliverables (excluding your materials and third-party materials) will not infringe any third party’s intellectual property rights.
11.3 You warrant that your materials, and our use of them as permitted under the Agreement, will not infringe any third party’s rights or break any law.
11.4 No guarantee of outcomes. We do not guarantee specific business results, such as revenue, conversion rates, pipeline growth, adoption, cost savings or return on investment. Outcomes depend on many factors outside our control.
11.5 Subject to clause 12, all other warranties, representations and conditions are excluded to the extent permitted by law.
12. Australian Consumer Law
12.1 Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or other law that cannot lawfully be excluded, restricted or modified (“Non-Excludable Rights”).
12.2 If you acquire the Services as a “consumer” under the Australian Consumer Law, and the Services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for failure to comply with a consumer guarantee (other than those under sections 51, 52 and 53) is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.
12.3 If you are in New Zealand and acquire the Services for business purposes, the parties agree that the Consumer Guarantees Act 1993 does not apply, and that it is fair and reasonable for the parties to be bound by this clause.
13. Limitation of liability
13.1 Subject to clause 12 and to the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid by you under the relevant SOW in the 12 months before the event giving rise to the claim.
13.2 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however caused, except that this does not limit your obligation to pay fees.
13.3 We are not liable for loss to the extent caused or contributed to by: your breach of the Agreement; your failure to back up data; inaccurate information or instructions from you; changes made to deliverables or systems by anyone other than us after delivery; or third-party platforms under clause 6.
13.4 The limitations in this clause do not apply to liability for: fraud or wilful misconduct; breach of confidentiality under clause 8; infringement of the other party’s intellectual property rights; or personal injury or death caused by negligence.
13.5 Each party’s liability is reduced proportionately to the extent the other party caused or contributed to the loss.
14. Indemnities
14.1 You indemnify us against third-party claims arising from: your materials; your breach of clause 4.7 (lawful basis and consents); or communications, automations or AI features that you deploy or approve, except to the extent caused by our breach or negligence.
14.2 We indemnify you against third-party claims that deliverables we created (excluding your materials and third-party materials) infringe that third party’s intellectual property rights, except to the extent caused by your modification or misuse.
14.3 A party seeking an indemnity must promptly notify the other of the claim, allow it reasonable control of the defence, and provide reasonable assistance.
15. Insurance
We do not currently hold professional indemnity or public liability insurance. If you require evidence of insurance for a particular engagement, please raise it with us before the engagement starts.
16. Relationship
16.1 We are an independent contractor. Nothing in the Agreement creates an employment, partnership, agency or joint venture relationship.
16.2 We are responsible for our own tax, superannuation, insurance and business registration obligations.
16.3 Neither party may bind the other or make commitments on its behalf.
17. Non-solicitation
During the engagement and for 6 months after it ends, neither party will directly solicit for employment any individual of the other party who was materially involved in the engagement, without the other party’s written consent. General job advertisements not specifically targeted at those individuals are not solicitation.
18. Term and termination
18.1 The Agreement starts on acceptance and continues until the Services are complete, unless terminated earlier.
18.2 Termination for convenience. Either party may terminate a SOW by giving 14 days’ written notice, or the notice period in the SOW. Retainers require 30 days’ written notice unless the SOW says otherwise.
18.3 Termination for cause. Either party may terminate immediately by written notice if the other: materially breaches the Agreement and does not fix the breach within 14 days after written notice; or becomes insolvent, enters administration, liquidation or bankruptcy, or ceases to carry on business.
18.4 Effect of termination. On termination:
(a) you must pay for all Services performed and expenses incurred up to the termination date, plus any non-cancellable commitments made on your behalf; (b) for fixed-fee work, fees are payable for the proportion of work completed, as reasonably assessed by us; (c) each party must return or destroy the other’s Confidential Information, subject to legal retention requirements; (d) we will provide completed and paid-for deliverables in their current state; and (e) clauses 3, 7, 8, 9, 12, 13, 14, 17, 18.4, 20 and 21 survive.
18.5 Refunds of prepaid fees are dealt with in our Refund and Cancellation Policy.
19. Force majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, government action, internet or platform outages, cyberattacks on third-party infrastructure, and serious illness of our key personnel. The affected party must notify the other promptly and use reasonable efforts to minimise the impact. If the event continues for more than 30 days, either party may terminate the affected SOW by written notice.
20. Dispute resolution
20.1 If a dispute arises, a party must give written notice of it. Senior representatives must meet (in person or online) within 10 business days to try to resolve it in good faith.
20.2 If it is not resolved within 20 business days of the notice, either party may refer it to mediation administered by the Resolution Institute (or another mediator agreed by the parties) in New South Wales. Mediation costs are shared equally.
20.3 A party may not start court proceedings (other than for urgent injunctive relief or to recover unpaid undisputed invoices) until this process has been followed.
21. General
21.1 Governing law. The Agreement is governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of its courts.
21.2 Notices. Notices must be in writing and may be sent by email to the addresses in the SOW. An email notice is taken to be received when it enters the recipient’s inbox, unless the sender receives a delivery failure message.
21.3 Entire agreement. The Agreement is the entire agreement about its subject matter and replaces all earlier discussions and proposals.
21.4 Variation. The Agreement may only be varied in writing signed or accepted by both parties. We may update these Terms from time to time, but updates only apply to SOWs accepted after the update.
21.5 Assignment. Neither party may assign its rights without the other’s written consent (not to be unreasonably withheld), except that either party may assign to a purchaser of all or substantially all of its business on written notice.
21.6 Severability. If any provision is invalid or unenforceable, it is read down or severed, and the rest of the Agreement continues.
21.7 Waiver. A failure or delay in exercising a right is not a waiver.
21.8 Electronic execution. The Agreement may be accepted and executed electronically and in counterparts.
Nothing Amiss · ABN 48 481 803 026 · xander@nothingamiss.com