Terms of Engagement

Last updated: 3 August 2026 · Version 1.0

1. Who these terms are between

These Terms of Engagement (Terms) are between you, the client named in the engagement details (you or the Client), and Carpenter Advisory Pty Ltd (ACN 693 622 249) as trustee for The Carpenter Family Trust, trading as Solvern Consulting (ABN 22 962 608 719) (Solvern, we or us). Our contact email is info@solvern.com.au.

2. How an engagement is formed

An engagement begins when you and we sign a Services Agreement, accept a proposal or statement of work, or otherwise agree in writing (including by email) that we should start — whichever happens first. The signed details, any proposal or statement of work we've referred to, and these Terms together make up the Agreement for that engagement.

If anything in the signed details conflicts with these Terms, the signed details win, but only to the extent of the conflict. These Terms apply to every engagement unless we've agreed a written variation for that engagement.

3. What we do

We provide independent technical consulting, scoping and second opinions, technical strategy and roadmaps, project assurance, vCIO services for Small-Medium Businesses as well as white-label consulting services for MSPs. We describe the specific services, deliverables and timing in the engagement details.

We will perform the services with due care and skill, in a professional manner, and within a reasonable time. Unless we say so expressly and in writing, our deliverables are advisory: recommendations, assessments and roadmaps for you to consider and decide on. We don't implement changes to your systems, and we're not responsible for decisions you make or actions you take after we've delivered.

4. Scope and changes

We'll deliver the scope described in the engagement details — nothing more is promised, and nothing agreed is dropped. If you want to add, remove or change work, or if new information materially changes what's involved, either of us can propose a change. We'll confirm any change to scope, fees or timing in writing before doing the extra work. We're not obliged to start changed or additional work until it's agreed.

5. What we need from you

Good diagnosis depends on good inputs. You agree to give us, in a reasonable time, the access, information, documentation and people we reasonably need — including a nominated point of contact who can make decisions or get answers. You're responsible for the accuracy and completeness of what you give us, and for having the right to give it to us. If your inputs are late, incomplete or inaccurate, we're not liable for the effect on our timing, findings or fees.

6. Fees, expenses and GST

You pay the fees set out in the engagement details. Where a supply is taxable, GST is payable in addition on production of a valid tax invoice.

For time-and-materials work, where we've given an estimate or cap we'll tell you before we're likely to exceed it, so you can decide how to proceed. An estimate is a good-faith guide, not a fixed price.

We charge pre-approved out-of-pocket expenses, such as travel or on-site attendance, at cost. We'll get your approval before incurring anything material.

7. Invoicing and payment

We invoice as stated in the engagement details. Unless the engagement details say otherwise, payment is due within 14 days of a valid tax invoice being issued.

If an invoice is overdue, we may charge interest on the outstanding amount at 2% above the Reserve Bank of Australia cash rate, calculated daily from the due date until paid, and we may suspend work until overdue amounts are paid. We'll give you reasonable notice before suspending. You must pay undisputed amounts on time even if you're querying another part of an invoice; raise any genuine dispute about an invoice within 14 days of receiving it so we can resolve it quickly.

8. Intellectual property

Deliverables. Once you've paid all fees due for an engagement in full, we assign to you the intellectual property rights in the bespoke deliverables we've created specifically for you under that engagement, for example, the written verdict, risk assessment or roadmap document. Until full payment, we retain those rights, and any licence to use draft or partial deliverables is limited to reviewing our work for that engagement.

Our materials. We keep everything we bring to or develop independently of the engagement — our methods, frameworks, templates, tools, checklists, know-how and general skills and experience (our Background IP). Where our Background IP is embedded in a deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use it as part of that deliverable for your own internal business purposes. Nothing stops us using our Background IP, or the general knowledge, skills and experience we gain, on other engagements.

Anonymised learnings. We may use general, de-identified learnings from an engagement to improve how we work, provided we don't disclose your confidential information or identify you.

9. Confidentiality

Each of us may receive information the other treats as confidential. Each party will keep the other's confidential information confidential, use it only to perform or receive the services, and not disclose it except to people who need it for the engagement and are under similar obligations. This doesn't apply to information that is or becomes public without fault, that a party already knew or independently developed, or that must be disclosed by law — in which case we'll give you notice where we lawfully can. These obligations continue after the engagement ends. We're happy to sign your non-disclosure agreement where one is required.

10. Privacy and personal information

We handle personal information in line with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. In most engagements we don't need personal information about your staff or customers; where we do, you confirm you're entitled to share it with us, and we'll use it only to deliver the services and then return or destroy it on request. How our website handles data is covered in our Privacy policy.

11. Our warranties, and your Australian Consumer Law rights

We warrant that we'll provide the services with due care and skill and as described in the engagement details. Except for that warranty and any guarantees that can't be excluded by law, and to the maximum extent permitted by law, we exclude all other warranties, whether express or implied.

Our services may come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies those guarantees or any other right you have under that law that can't be excluded. Where we're permitted to limit our liability for a failure to comply with such a guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

12. Limitation of liability

Subject to clause 12, and to the maximum extent permitted by law:

• Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, anticipated savings, data, goodwill or business opportunity, however it arises.
• Our total aggregate liability to you arising out of or in connection with an engagement — whether in contract, tort (including negligence), under statute or otherwise — is capped at the total fees you've paid us for that engagement in the 12 months before the event giving rise to the liability.
• Our liability is reduced to the extent your acts, omissions, or the inaccuracy or incompleteness of information you gave us caused or contributed to the loss.

Because our deliverables are advisory, we're not liable for outcomes that depend on how you implement, adapt or act on our recommendations. Each party must take reasonable steps to mitigate its loss.

13. Insurance

We maintain professional indemnity and public liability insurance appropriate to our services. We'll provide a certificate of currency on request.

14. Term, and how either of us can end an engagement

An engagement runs until the services are complete or the Agreement is ended. Either party may end an engagement for convenience by giving the other 14 days' written notice. Either party may end it immediately by written notice if the other materially breaches the Agreement and doesn't fix the breach within 14 days of being asked, or becomes insolvent or unable to pay its debts.

If an engagement ends, you pay us for all services performed and expenses incurred up to the end date, including work in progress. Clauses that are meant to continue — including confidentiality, intellectual property, liability, and dispute resolution — survive the end of the engagement.

15. Subcontractors and assignment

We may use subcontractors to help deliver the services, but we remain responsible to you for the work. Neither party may assign or transfer the Agreement without the other's written consent, except that either party may assign it to a related entity or as part of a sale of its business on written notice.

16. Not poaching each other's people

While an engagement is on foot and for 6 months afterwards, neither party will solicit or hire the other's personnel who were directly involved in the engagement, without the other's written consent. General advertising not targeted at those people, and hiring someone who responds to it, is fine.

17. Things outside our control

Neither party is liable for delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control — such as natural disasters, outages, industrial action or government action. The affected party will let the other know and work to minimise the impact. If such an event continues for more than 30 days, either party may end the affected engagement on written notice.

18. If a dispute comes up

If a dispute arises, we'll try to sort it out sensibly first: the party raising it gives written notice, and senior representatives of each party meet (in person or remotely) within 14 days to resolve it in good faith. If it's still unresolved after a further 14 days, either party may pursue its legal rights. Nothing here stops a party seeking urgent injunctive relief. Each party keeps performing its obligations while a dispute is being resolved, except any obligation genuinely in dispute.

19. General

Governing law. The Agreement is governed by the laws of Western Australia, and each party submits to the non-exclusive jurisdiction of the courts of Western Australia.

Relationship. We act as an independent contractor. Nothing in the Agreement creates a partnership, joint venture, employment or agency relationship, and neither party can bind the other.

Notices. Notices must be in writing and sent to the email or address in the engagement details, and are taken to be received when delivered or, for email, when sent (unless a delivery failure is received).

Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces any earlier understanding. Each party confirms it hasn't relied on any representation not set out in the Agreement.

Variation and waiver. A variation must be in writing and agreed by both parties. A failure or delay in exercising a right isn't a waiver of it.

Severability. If part of these Terms is unenforceable, it's severed and the rest continues.

20. Questions

Questions about these Terms? Email info@solvern.com.au.