Standard Terms and Conditions of Engagement

These Standard Terms and Conditions (the "Terms") apply to all services provided by kandu sustainability Pty Ltd (ABN 93 664 619 407) ("kandu", "we", "our", "us") to the client ("You", "your"). An "engagement" means any project, retainer or scope of work under which kandu provides services to You. By engaging kandu, You agree to be bound by these Terms. Where a separate proposal or scope of work has been agreed, these Terms apply alongside that document. In the event of any inconsistency, the proposal or scope of work prevails. Where our services include access to digital tools or platforms, use of those tools is also subject to our Website Terms and Conditions available at https://kandu.earth.

1. Our Services

kandu provides sustainability education, advisory and capacity-building services. These may include, but are not limited to:

(a) Workshops and training sessions (in-person or virtual)

(b) Digital tools and platforms, including sustainability scorecards, assessments and gap analysis tools

(c) Written deliverables such as reports, strategies, frameworks and action plans

(d) Ongoing advisory and support retainers

The specific services, deliverables and timelines for each engagement will be set out in a proposal or scope of work agreed between the parties.

2. Our Obligations

We will perform the services with reasonable care, skill and diligence, and will use commercially reasonable efforts to meet any agreed timelines. The quality and timeliness of our work will depend on the information and cooperation You provide.

3. Your Obligations

You agree to:

(a) Provide accurate and complete information reasonably required for us to perform the services in a timely manner. We are entitled to rely on the accuracy of information You provide without independent verification.

(b) Make available relevant personnel, data and access to systems as reasonably required.

(c) Respond to our queries and requests for approval within a reasonable timeframe.

(d) Acknowledge that any commercial decisions You make based on our work are your own responsibility. Our services are educational and advisory in nature and do not constitute legal, financial or accounting advice.

4. Fees and Payment

(a) Fees for each engagement will be set out in the relevant proposal or scope of work. Unless otherwise agreed, fees are payable in accordance with the milestone schedule specified in that document.

(b) All fees are quoted in Australian dollars and are exclusive of GST unless stated otherwise. GST will be added where applicable.

(c) You agree to pay each invoice within 30 days of the date of invoice, unless a different payment schedule has been agreed in writing.

(d) In addition to fees, You agree to reimburse reasonable pre-approved expenses, including travel, materials, and accommodation where interstate travel is required.

(e) We reserve the right to pause or suspend work if invoices remain unpaid beyond the agreed payment terms.

5. Delays

We will not be liable for any failure or delay in performing the services where that failure or delay results from circumstances beyond our reasonable control, or from Your failure to meet Your obligations under these Terms. Where a delay is caused by You, we reserve the right to adjust timelines and, if necessary, review our fees to reflect additional work required.

6. Confidentiality

(a) Each party agrees to keep confidential any proprietary or sensitive information disclosed by the other party during the engagement, and not to disclose such information to any third party without prior written consent.

(b) This obligation does not apply to information that is publicly available, was already known to the receiving party, is required to be disclosed by law or regulation, or is disclosed to professional advisers bound by confidentiality obligations.

(c) We may use cloud-based tools and third-party service providers to deliver our services. Where your data is processed by such providers, we will take reasonable steps to ensure appropriate confidentiality protections are in place.

7. Privacy

We are committed to handling personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy, available at https://kandu.earth, outlines how we collect, store and process personal data. Where our services involve the collection or processing of personal data of individuals located in the European Union or the United Kingdom, we will handle that data in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR) and the UK GDPR, as applicable. Where You provide us with personal information about your employees, stakeholders or other individuals, You are responsible for ensuring those individuals are aware of the collection and use of their information in connection with our services.

8. Intellectual Property

(a) You retain ownership of all information, data and materials You provide to us.

(b) Upon full payment of all fees owing for an engagement, we assign to You the copyright in the final deliverables produced specifically for You under that engagement.

(c) We retain ownership of all pre-existing intellectual property, including our methodologies, frameworks, tools, templates, training materials, and digital platforms. Nothing in these Terms transfers ownership of these to You.

(d) We retain a non-exclusive, royalty-free licence to use the deliverables (in de-identified form) for our own internal purposes, including research, portfolio examples and the improvement of our services.

9. Digital Tools and Platforms

Where our services include access to digital tools, scorecards, assessments or other platforms, your use of those tools is also governed by our Website Terms and Conditions. In addition:

(a) Access is provided for the duration and purpose specified in the relevant proposal or scope of work. Access may be revoked on termination of the engagement or where fees remain unpaid beyond the agreed payment terms.

(b) You may not copy, reverse-engineer, redistribute or sub-license any tool or platform without our prior written consent.

(c) We will use reasonable efforts to maintain availability and functionality, but do not guarantee uninterrupted access. We are not liable for any loss arising from service interruptions or third-party platform issues.

10. Limitation of Liability

(a) To the maximum extent permitted by law, our total liability to You arising out of or in connection with an engagement is limited to the total fees paid by You for that engagement.

(b) We are not liable for any indirect, consequential or incidental loss or damage, including loss of profits, revenue, data or opportunity, however caused.

(c) We are not liable for any loss arising from Your reliance on our work to make commercial decisions, or from information You provide to us that is inaccurate, incomplete or misleading.

(d) Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including the Australian Consumer Law.

11. Use of Deliverables

(a) Our deliverables are prepared solely for your use and benefit. You may share deliverables on a confidential basis with your internal stakeholders, board members, professional advisers and regulators without our prior consent. For any other third-party distribution, You must obtain our prior written consent.

(b) We accept no liability to any third party who relies on our deliverables.

(c) Final written deliverables take precedence over any draft, oral or informal advice.

12. Termination

Either party may terminate an engagement by giving 14 days' written notice to the other party. We may terminate immediately if:

(a) You fail to pay invoices when due;

(b) You do not provide information or cooperation reasonably required for us to perform the services;

(c) You breach any material term of these Terms; or

(d) Continuing the engagement would create an ethical conflict or legal issue.

On termination, You must pay for all services performed and expenses incurred up to the date of termination. Any milestone payments already made for work not yet completed will be refunded on a pro-rata basis, less reasonable costs incurred. Termination does not affect any accrued rights or obligations, and the following clauses survive termination: Confidentiality (clause 6), Intellectual Property (clause 8), Limitation of Liability (clause 10), Use of Deliverables (clause 11), and Dispute Resolution (clause 14).

13. Force Majeure

Neither party is liable for failure to perform obligations where such failure results from events beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures. If a force majeure event continues for more than 30 days, either party may terminate the affected engagement by written notice.

14. Dispute Resolution

If a dispute arises in connection with these Terms or any engagement, the parties agree to first attempt to resolve it through good-faith discussion. If the dispute cannot be resolved within 14 days, the parties agree to submit to mediation before pursuing any other legal remedy. The mediation will be conducted in accordance with the guidelines of the Australian Disputes Centre.

15. General

(a) Governing Law. These Terms are governed by the laws of the State of Victoria, Australia. Both parties submit to the exclusive jurisdiction of the courts of Victoria.

(b) Entire Agreement. These Terms, together with any agreed proposal or scope of work, constitute the entire agreement between the parties.

(c) Variation. These Terms may only be varied by written agreement of both parties.

(d) Assignment. Neither party may assign their rights or obligations under these Terms without the prior written consent of the other party.

(e) Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

(f) Relationship. kandu provides services as an independent contractor. Nothing in these Terms creates a partnership, joint venture or employment relationship.

(g) Marketing. We will not reference your organisation in our marketing materials, case studies or promotional content without your prior written consent.

16. Electronic Communications

Unless otherwise agreed, we may correspond with You and deliver materials electronically. We take reasonable precautions with electronic communications but are not responsible for interception, interference or delivery failure beyond our control.

17. Contact Details

For general inquiries: contact us

Address for service of notices for kandu sustainability:
kandu Sustainability Pty. Ltd.
LOCKED BAG 777
Melbourne VIC 8007